Common use of Increase or Decrease in Future Payments Clause in Contracts

Increase or Decrease in Future Payments. (a) In the event that a Tax Schedule is revised pursuant to Section 2.01(d) (a “Revised Tax Schedule”) for any Covered Taxable Year reflecting a decrease in the Realized Tax Benefit for such year and payments have previously been made based on the higher Realized Tax Benefit (either such excess, an “Excess Payment”), future payments, if any, to be made under Section 3.01 shall be reduced by the amount of the Excess Payment until such Excess Payment has effectively been repaid. For the avoidance of doubt, if future payments are insufficient to repay any Excess Payment (a “Short-fall”), the Existing Investors shall have no obligation to repay to Vantiv any such Short-fall. (b) Within 3 Business Days of the delivery of a Revised Tax Schedule to the Existing Investors for any Covered Taxable Year, Vantiv shall pay to the Existing Investors an amount equal to the excess, if any, of (x) the amount such person is entitled to receive under this Agreement in respect of the relevant Covered Taxable Year (based on such Amended Tax Benefit Schedule) over (y) the cumulative amount the person actually received in respect of such Covered Taxable Year pursuant to this Agreement.

Increase or Decrease in Future Payments. (a) In the event that a Tax Schedule is revised pursuant to Section 2.01(d2.01(e) (a “Revised Tax Schedule”) for any Covered Taxable Year reflecting a decrease in the Realized Tax Benefit for such year (including, without limitation, by reason of net operating loss carryovers or carrybacks) and payments have previously been made based on the higher Realized Tax Benefit (either such excess, an “Excess Payment”), future payments, if any, to be made under Section 3.01 shall be reduced by the amount of the Excess Payment until such Excess Payment has effectively been repaid. For the avoidance of doubt, if future payments are insufficient to repay any Excess Payment (a “Short-fall”), the Existing Investors Fifth Third shall have no obligation to repay to Vantiv any such Short-fall. (b) Within 3 Business Days of the delivery of a Revised Tax Schedule to the Existing Investors Fifth Third for any Covered Taxable Year, Vantiv the Company shall pay to the Existing Investors Fifth Third an amount equal to the excess, if any, of (x) the amount such person is entitled to receive under this Agreement in respect of the relevant Covered Taxable Year (based on such Amended Tax Benefit Schedule) over (y) the cumulative amount the person actually received in respect of such Covered Taxable Year pursuant to this Agreement.

Increase or Decrease in Future Payments. (a) In the event that a Tax Schedule is revised pursuant to Section 2.01(d) (a “Revised Tax Schedule”) for any Covered Taxable Year reflecting a decrease in the Realized Tax Benefit for such year and payments have previously been made based on the higher Realized Tax Benefit (either such excess, an “Excess Payment”), future payments, if any, to be made under Section 3.01 shall be reduced by the amount of the Excess Payment until such Excess Payment has effectively been repaid. For the avoidance of doubt, if future payments are insufficient to repay any Excess Payment (a “Short-fall”), the Existing Investors shall have no obligation to repay to Vantiv any such Short-fall. (b) Within 3 [3] Business Days of the delivery of a Revised Tax Schedule to the Existing Investors for any Covered Taxable Year, Vantiv shall pay to the Existing Investors an amount equal to the excess, if any, of (x) the amount such person is entitled to receive under this Agreement in respect of the relevant Covered Taxable Year (based on such Amended Tax Benefit Schedule) over (y) the cumulative amount the person actually received in respect of such Covered Taxable Year pursuant to this Agreement.

Increase or Decrease in Future Payments. (a) In the event that a Tax Schedule is revised pursuant to Section 2.01(d2.01(e) (a “Revised Tax Schedule”) for any Covered Taxable Year reflecting a decrease in the Realized Tax Benefit for such year (including, without limitation, by reason of net operating loss carryovers or carrybacks) and payments have previously been made based on the higher Realized Tax Benefit (either such excess, an “Excess Payment”), future payments, if any, to be made under Section 3.01 shall be reduced by the amount of the Excess Payment until such Excess Payment has effectively been repaid. For the avoidance of doubt, if future payments are insufficient to repay any Excess Payment (a “Short-fall”), the Existing Investors Advent shall have no obligation to repay to Vantiv any such Short-fall. (b) Within 3 [3] Business Days of the delivery of a Revised Tax Schedule to the Existing Investors AIC for any Covered Taxable Year, Vantiv shall pay to the Existing Investors Advent an amount equal to the excess, if any, of (x) the amount such person Advent is entitled to receive under this Agreement in respect of the relevant Covered Taxable Year (based on such Amended Tax Benefit Schedule) over (y) the cumulative amount the person Advent actually received in respect of such Covered Taxable Year pursuant to this Agreement.

Increase or Decrease in Future Payments. (a) In the event that a Tax Schedule is revised pursuant to Section 2.01(d2.01(e) (a “Revised Tax Schedule”) for any Covered Taxable Year reflecting a decrease in the Realized Tax Benefit for such year (including, without limitation, by reason of net operating loss carryovers or carrybacks) and payments have previously been made based on the higher Realized Tax Benefit (either such excess, an “Excess Payment”), future payments, if any, to be made under Section 3.01 shall be reduced by the amount of the Excess Payment until such Excess Payment has effectively been repaid. For the avoidance of doubt, if future payments are insufficient to repay any Excess Payment (a “Short-fall”), the Existing Investors JPDN shall have no obligation to repay to Vantiv any such Short-fall. (b) Within 3 [3] Business Days of the delivery of a Revised Tax Schedule to the Existing Investors JPDN for any Covered Taxable Year, Vantiv shall pay to the Existing Investors JPDN an amount equal to the excess, if any, of (x) the amount such person JPDN is entitled to receive under this Agreement in respect of the relevant Covered Taxable Year (based on such Amended Tax Benefit Schedule) over (y) the cumulative amount the person JPDN actually received in respect of such Covered Taxable Year pursuant to this Agreement.

Increase or Decrease in Future Payments. (a) In the event that a Tax Schedule is revised pursuant to Section 2.01(d2.01(e) (a “Revised Tax Schedule”) for any Covered Taxable Year reflecting a decrease in the Realized Tax Benefit for such year (including, without limitation, by reason of net operating loss carryovers or carrybacks) and payments have previously been made based on the higher Realized Tax Benefit (either such excess, an “Excess Payment”), future payments, if any, to be made under Section 3.01 shall be reduced by the amount of the Excess Payment until such Excess Payment has effectively been repaid. For the avoidance of doubt, if future payments are insufficient to repay any Excess Payment (a “Short-fall”), the Existing Investors Advent shall have no obligation to repay to Vantiv any such Short-fall. (b) Within 3 Business Days of the delivery of a Revised Tax Schedule to the Existing Investors AIC for any Covered Taxable Year, Vantiv shall pay to the Existing Investors Advent an amount equal to the excess, if any, of (x) the amount such person Advent is entitled to receive under this Agreement in respect of the relevant Covered Taxable Year (based on such Amended Tax Benefit Schedule) over (y) the cumulative amount the person Advent actually received in respect of such Covered Taxable Year pursuant to this Agreement.

Increase or Decrease in Future Payments. (a) In the event that a Tax Schedule is revised pursuant to Section 2.01(d2.01(e) (a “Revised Tax Schedule”) for any Covered Taxable Year reflecting a decrease in the Realized Tax Benefit for such year (including, without limitation, by reason of net operating loss carryovers or carrybacks) and payments have previously been made based on the higher Realized Tax Benefit (either such excess, an “Excess Payment”), future payments, if any, to be made under Section 3.01 shall be reduced by the amount of the Excess Payment until such Excess Payment has effectively been repaid. For the avoidance of doubt, if future payments are insufficient to repay any Excess Payment (a “Short-fall”), the Existing Investors Fifth Third shall have no obligation to repay to Vantiv any such Short-fall. (b) Within 3 [3] Business Days of the delivery of a Revised Tax Schedule to the Existing Investors Fifth Third for any Covered Taxable Year, Vantiv the Company shall pay to the Existing Investors Fifth Third an amount equal to the excess, if any, of (x) the amount such person is entitled to receive under this Agreement in respect of the relevant Covered Taxable Year (based on such Amended Tax Benefit Schedule) over (y) the cumulative amount the person actually received in respect of such Covered Taxable Year pursuant to this Agreement.

Increase or Decrease in Future Payments. (a) In the event that a Tax Schedule is revised pursuant to Section 2.01(d2.01(e) (a “Revised Tax Schedule”) for any Covered Taxable Year reflecting a decrease in the Realized Tax Benefit for such year (including, without limitation, by reason of net operating loss carryovers or carrybacks) and payments have previously been made based on the higher Realized Tax Benefit (either such excess, an “Excess Payment”), future payments, if any, to be made under Section 3.01 shall be reduced by the amount of the Excess Payment until such Excess Payment has effectively been repaid. For the avoidance of doubt, if future payments are insufficient to repay any Excess Payment (a “Short-fall”), the Existing Investors TRA Parties shall have no obligation to repay to Vantiv NPC any such Short-fall. (b) Within 3 Business Days of the delivery of a Revised Tax Schedule to the Existing Investors a TRA Party for any Covered Taxable Year, Vantiv NPC shall pay to the Existing Investors such TRA Party an amount equal to the excess, if any, of (x) the amount such person is entitled to receive under this Agreement in respect of the relevant Covered Taxable Year (based on such Amended Revised Tax Benefit Schedule) over (y) the cumulative amount the person actually received in respect of such Covered Taxable Year pursuant to this Agreement.

Increase or Decrease in Future Payments. (a) In the event that a Tax Schedule is revised pursuant to Section 2.01(d2.01(e) (a “Revised Tax Schedule”) for any Covered Taxable Year reflecting a decrease in the Realized Tax Benefit for such year (including, without limitation, by reason of net operating loss carryovers or carrybacks) and payments have previously been made based on the higher Realized Tax Benefit (either such excess, an “Excess Payment”), future payments, if any, to be made under Section 3.01 shall be reduced by the amount of the Excess Payment until such Excess Payment has effectively been repaid. For the avoidance of doubt, if future payments are insufficient to repay any Excess Payment (a “Short-fall”), the Existing Investors JPDN shall have no obligation to repay to Vantiv any such Short-fall. (b) Within 3 Business Days of the delivery of a Revised Tax Schedule to the Existing Investors JPDN for any Covered Taxable Year, Vantiv shall pay to the Existing Investors JPDN an amount equal to the excess, if any, of (x) the amount such person JPDN is entitled to receive under this Agreement in respect of the relevant Covered Taxable Year (based on such Amended Tax Benefit Schedule) over (y) the cumulative amount the person JPDN actually received in respect of such Covered Taxable Year pursuant to this Agreement.