Common use of True-Ups Clause in Contracts

True-Ups. Within thirty (30) calendar days after the filing of any income Tax Return for a Taxable Year (other than a Tax Return with respect to estimated Taxes), WEX shall submit to Cendant a preliminary determination of (i) the Hypothetical Tax Liability for such Taxable Year and (ii) the Actual Tax Liability shown on such Tax Return and, upon review by Cendant, shall promptly make adjustments to such determination to the extent reasonably requested by Cendant. Within five (5) days after finalizing such determination, (i) WEX shall pay to Cendant the excess, if any, of (A) eighty-five percent (85%) of the excess of such Hypothetical Tax Liability over such Actual Tax Liability over (B) the aggregate amount previously paid by WEX to Cendant under Section 3.01 with respect to such Taxable Year, and (ii) Cendant shall pay to WEX the excess, if any, of (A) the aggregate amount previously paid by WEX to Cendant under Section 3.01 with respect to such Taxable Year over (B) eighty-five percent (85%) of the excess of such Hypothetical Tax Liability over such Actual Tax Liability.

True-Ups. Within thirty (30) calendar days after the filing of any income Tax WEX Return for Income Taxes for a Taxable Year (other than a Tax Return with respect to estimated Taxes), WEX shall submit to Cendant a preliminary determination of the excess, if any, of (i) the Hypothetical Tax Liability payment that would have been required to be paid by WEX to Cendant under Section 3.02 assuming for such Taxable Year all purposes that any and all of the transaction(s) described in clauses (i) and/or (ii) of the first sentence of Section 8.02 (and any related transactions effected in connection therewith) had not occurred over (ii) the Actual Tax Liability shown on such Tax Return payment required to be paid pursuant to Section 3.02 and, upon review by Cendant, shall promptly make adjustments to such determination to the extent reasonably requested by CendantCendant (such excess, the “Make-Whole Amount”). Within five (5) days after finalizing such determination, (i) WEX shall pay to Cendant the excess, if any, of (A) eightysuch Make-five percent (85%) of the excess of such Hypothetical Tax Liability Whole Amount over such Actual Tax Liability over (B) the aggregate amount previously Estimated Make-Whole Payments paid by WEX to Cendant under Section 3.01 8.02 with respect to such Taxable Year, and (ii) Cendant shall pay to WEX the excess, if any, . Any excess of (A) the aggregate amount previously Estimated Make-Whole Payments paid by WEX to Cendant under Section 3.01 8.02 with respect to such Taxable Year over (B) eightysuch Make-five percent (85%) of Whole Amount shall offset to the excess extent of such Hypothetical Tax Liability over such Actual Tax Liabilityexcess the next succeeding payment(s) otherwise due from WEX to Cendant under Sections 3.01 and/or 8.02.

True-Ups. Within thirty (30) calendar days after the filing of any income Tax WEX Return for Income Taxes for a Taxable Year (other than a Tax Return with respect to estimated Income Taxes), WEX shall submit to Cendant a preliminary determination of (i) the Hypothetical Tax Liability for such entire Taxable Year and (ii) the Actual Tax Liability shown on such Tax Return and, upon review by Cendant, shall promptly make adjustments to such determination to the extent reasonably requested by Cendant. Within five (5) days after finalizing such determination, (i) WEX shall pay to Cendant the excess, if any, of (A) eighty-five percent (85%) of the excess excess, if any, of such Hypothetical Tax Liability over such Actual Tax Liability over (B) the aggregate amount previously paid by WEX to Cendant under Section 3.01 with respect to such Taxable Year, and (ii) Cendant shall pay to WEX the excess, if any, . Any excess of (A) the aggregate amount previously paid by WEX to Cendant under Section 3.01 with respect to such Taxable Year over (B) eighty-five percent (85%) of the excess of such Hypothetical Tax Liability over such Actual Tax LiabilityLiability shall offset to the extent of such excess the next succeeding payment(s) otherwise due from WEX to Cendant under Sections 3.01 and/or 8.02.