Common use of Windfalls Clause in Contracts

Windfalls. (a) Parent shall promptly pay to Penwest the amount of any incremental Tax savings generated by (i) a deduction, credit or exclusion that (A) is actually realized by the Parent Group with respect to Pre-Distribution Taxes and (B) relates to or is based on an item that is the basis for a similar deduction, credit or exclusion taken on a Return with respect to Post-Distribution Taxes of the Penwest Group that is denied, disallowed, forfeited, or accelerated until prior to the Distribution Date or (ii) a reduction in the amount of any gross income or revenue that (A) is actually realized by the Parent Group with respect to Pre-Distribution Taxes and (B) relates to, or is based on, a similar item of gross income or revenue that the Penwest Group is required to include on a Return or otherwise required to include in its computation of taxable income as a result of an audit, other administrative proceeding or otherwise. Parent shall use reasonable best efforts to realize any such incremental tax savings that may potentially be available. (b) Penwest shall promptly pay to Parent the amount of any incremental Tax savings generated by (i) a deduction, credit or exclusion that (A) is actually realized by the Penwest Group with respect to its Post-Distribution Taxes and (B) relates to or is based on an item that is the basis for a similar deduction, credit or exclusion taken on a Return with respect to Pre-Distribution Taxes other than Penwest-Caused Taxes that is denied, disallowed, forfeited, or deferred until after the Distribution Date or (ii) a reduction in the amount of any gross income or revenue that (A) is actually realized by the Penwest Group with respect to Post-Distribution Taxes and (B) relates to, or is based on, a similar item of gross income or revenue that the Parent Group is required to include on a Return or otherwise required to include in its computation of taxable income as a result of an audit, other administrative proceeding or otherwise. Penwest shall use reasonable best efforts to realize any such incremental tax savings that may potentially be available.

Windfalls. (a) Parent shall promptly pay to Penwest TLC the amount of any incremental Tax savings generated by (i) a deduction, credit or exclusion that (A) is actually realized by the Parent Group with respect to Pre-Distribution Taxes and (B) relates to or is based on an item that is the basis for a similar deduction, credit or exclusion taken on a Return with respect to Post-Distribution Taxes of the Penwest TLC Group that is denied, disallowed, forfeited, or accelerated until prior to the Distribution Date or (ii) a reduction in the amount of any gross income or revenue that (A) is actually realized by the Parent Group with respect to Pre-Distribution Taxes and (B) relates to, or is based on, a similar item of gross income or revenue that the Penwest TLC Group is required to include on a Return or otherwise required to include in its computation of taxable income as a result of an audit, other administrative proceeding or otherwise. Parent shall use reasonable best efforts to realize any such incremental tax savings that may potentially be available. (b) Penwest . TLC shall promptly pay to Parent the amount of any incremental Tax savings generated by (i) a deduction, credit or exclusion that (A) is actually realized by the Penwest TLC Group with respect to its Post-Distribution Taxes and (B) relates to or is based on an item that is the basis for a similar deduction, credit or exclusion taken on a Return with respect to Pre-Distribution Taxes other than Penwest-Caused Taxes that is denied, disallowed, forfeited, or deferred until after the Distribution Date or (ii) a reduction in the amount of any gross income or revenue that (A) is actually realized by the Penwest TLC Group with respect to Post-Distribution Taxes and (B) relates to, or is based on, a similar item of gross income or revenue that the Parent Group is required to 5 include on a Return or otherwise required to include in its computation of taxable income as a result of an audit, other administrative proceeding or otherwise. Penwest TLC shall use reasonable best efforts to realize any such incremental tax savings that may potentially be available.

Windfalls. (a) Parent shall promptly pay to Penwest TLC the amount of any incremental Tax savings generated by (i) a deduction, credit or exclusion that (A) is actually realized by the Parent Group with respect to Pre-Distribution Taxes and (B) relates to or is based on an item that is the basis for a similar deduction, credit or exclusion taken on a Return with respect to Post-Distribution Taxes of the Penwest TLC Group that is denied, disallowed, forfeited, or accelerated until prior to the Distribution Date or (ii) a reduction in the amount of any gross income or revenue that (A) is actually realized by the Parent Group with respect to Pre-Distribution Taxes and (B) relates to, or is based on, a similar item of gross income or revenue that the Penwest TLC Group is required to include on a Return or otherwise required to include in its computation of taxable income as a result of an audit, other administrative proceeding or otherwise. Parent shall use reasonable best efforts to realize any such incremental tax savings that may potentially be available. (b) Penwest TLC shall promptly pay to Parent the amount of any incremental Tax savings generated by (i) a deduction, credit or exclusion that (A) is actually realized by the Penwest TLC Group with respect to its Post-Distribution Taxes and (B) relates to or is based on an item that is the basis for a similar deduction, credit or exclusion taken on a Return with respect to Pre-Distribution Taxes other than Penwest-Caused Taxes that is denied, disallowed, forfeited, or deferred until after the Distribution Date or (ii) a reduction in the amount of any gross income or revenue that (A) is actually realized by the Penwest TLC Group with respect to Post-Distribution Taxes and (B) relates to, or is based on, a similar item of gross income or revenue that the Parent Group is required to include on a Return or otherwise required to include in its computation of taxable income as a result of an audit, other administrative proceeding or otherwise. Penwest shall use reasonable best efforts to realize any such incremental tax savings that may potentially be available.Return