Windfalls Sample Clauses

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. In the event of an acquisition of Sabre during the term of this Agreement, if any, that would dramatically increase the amounts of business set forth in Appendix “A”, those amounts will be disregarded for purposes of calculating commissions due pursuant to this Agreement.

Windfalls. AOL will not be obligated to provide in excess of the Annual Minimum for the applicable Year. If AOL exceeds an Annual Minimum by more than *** in the applicable Year (e.g., by more than *** in Year 1), the excess Impressions above such Annual Minimum (the "Excess") will serve to reduce the subsequent Year's Annual Minimum by an amount equal to the Excess, subject to an aggregate reduction of no greater than *** of the prior Year's Annual Minimum.

Windfalls. A Windfall shall mean any significant gain to one of the parties of this agreement that is not attributable to the work products outlined in a Product Development and Distribution Agreement and performed by that party over time, which is disproportionately large relative to time and resources invested by that party. Unless otherwise defined by agreement, the parties agree to confer in good faith with respect to any potential Windfall situation and to agree on appropriate compensation short of that described further herein had Collaborative assisted in full product development, manufacturing and distribution services as defined herein.