Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis Group in accordance with Section 2 and Zoetis shall pay to Pfizer any amount due Pfizer (or Pfizer shall pay Zoetis any amount due Zoetis) under Section 2 within 20 Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c).
Appears in 4 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Zoetis Inc.), Tax Matters Agreement (Zoetis Inc.)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis Corner Store Group in accordance with Section 2 and Zoetis Corner Store shall pay to Pfizer Valero any amount due Pfizer Valero (or Pfizer Valero shall pay Zoetis Corner Store any amount due ZoetisCorner Store) under Section 2 within 20 Business Days 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c5.02(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c5.02(c).
Appears in 4 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (CST Brands, Inc.), Tax Matters Agreement (CST Brands, Inc.)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis Chemours Group in accordance with Section 2 and Zoetis Chemours shall pay to Pfizer DuPont any amount due Pfizer DuPont (or Pfizer DuPont shall pay Zoetis Chemours any amount due ZoetisChemours) under Section 2 within 20 Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c).
Appears in 4 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (Dupont E I De Nemours & Co), Tax Matters Agreement (Chemours Co)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis KLX Group (or the B/E Group) in accordance with Section 2 and Zoetis KLX shall pay to Pfizer B/E any amount due Pfizer B/E (or Pfizer B/E shall pay Zoetis KLX any amount due ZoetisKLX) under Section 2 within 20 Business Days 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c5.2(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c5.2(c).
Appears in 4 contracts
Samples: Tax Sharing and Indemnification Agreement, Separation and Distribution Agreement (KLX Inc.), Tax Sharing and Indemnification Agreement (KLX Inc.)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis AAMC Group in accordance with Section 2 Article II and Zoetis AAMC shall pay to Pfizer Altisource any amount due Pfizer Altisource (or Pfizer Altisource shall pay Zoetis AAMC any amount due ZoetisAAMC) under Section 2 Article II within 20 Business Days 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c) shall include interest computed at the Prime Base Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c).
Appears in 3 contracts
Samples: Tax Matters Agreement (Altisource Portfolio Solutions S.A.), Tax Matters Agreement (Altisource Asset Management Corp), Tax Matters Agreement (Altisource Asset Management Corp)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis Altisource Group in accordance with Section 2 Article II and Zoetis Altisource shall pay to Pfizer OFC any amount due Pfizer OFC (or Pfizer OFC shall pay Zoetis Altisource any amount due ZoetisAltisource) under Section 2 Article II within 20 Business Days 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c5.01(c) shall include interest computed at the Prime Base Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c5.01(c).
Appears in 3 contracts
Samples: Tax Matters Agreement (Altisource Portfolio Solutions S.A.), Tax Matters Agreement (Altisource Portfolio Solutions S.A.), Tax Matters Agreement (Ocwen Financial Corp)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis NSAM Group in accordance with Section 2 Article II and Zoetis NSAM shall pay to Pfizer NorthStar Realty any amount due Pfizer NorthStar Realty (or Pfizer NorthStar Realty shall pay Zoetis NSAM any amount due ZoetisNSAM) under Section 2 Article II within 20 Business Days 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c) shall include interest computed at the Prime Base Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c).
Appears in 3 contracts
Samples: Tax Disaffiliation Agreement (Northstar Realty Finance Corp.), Tax Disaffiliation Agreement (NorthStar Asset Management Group Inc.), Tax Disaffiliation Agreement (NorthStar Asset Management Group Inc.)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis Freescale Group in accordance with Section 2 and Zoetis Freescale shall pay to Pfizer MINC any amount due Pfizer MINC (or Pfizer MINC shall pay Zoetis Freescale any amount due ZoetisFreescale) under Section 2 within 20 Business Days 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c5.02(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c5.02(c).
Appears in 3 contracts
Samples: Tax Sharing Agreement (Freescale Semiconductor Inc), Tax Sharing Agreement (Motorola Inc), Tax Sharing Agreement (Freescale Semiconductor Inc)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount of such additional Tax attributable to the Zoetis SpinCo Group and the Parent Group, respectively, shall be computed in accordance with Section 2 and Zoetis 2. If the Responsible Company is Parent, SpinCo shall pay to Pfizer Parent any amount due Pfizer (or Pfizer shall pay Zoetis any amount due Zoetis) for which SpinCo is responsible under Section 2 within 20 Business Days from 30 days following the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c5.01(d) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c5.01(d).
Appears in 3 contracts
Samples: Tax Matters Agreement (Knife River Holding Co), Tax Matters Agreement (Mdu Resources Group Inc), Tax Matters Agreement (Knife River Holding Co)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company Party shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company Party shall compute the amount attributable to the Zoetis Concentrix Group in accordance with Section 2 and Zoetis Concentrix shall pay to Pfizer SYNNEX any amount due Pfizer SYNNEX (or Pfizer SYNNEX shall pay Zoetis Concentrix any amount due ZoetisConcentrix) under Section 2 within 20 Business Days 45 days from the later of (i) the date the additional Tax was paid by the Responsible Company Party or (ii) the date of receipt of a written notice and demand from the Responsible Company Party for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c5.02(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company Party to the date of the payment under this Section 4.01(c5.01(c).
Appears in 3 contracts
Samples: Tax Matters Agreement (Synnex Corp), Tax Matters Agreement (Concentrix Corp), Tax Matters Agreement (Concentrix Corp)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis Residential Group in accordance with Section 2 Article II and Zoetis Residential shall pay to Pfizer Altisource any amount due Pfizer Altisource (or Pfizer Altisource shall pay Zoetis Residential any amount due ZoetisResidential) under Section 2 Article II within 20 Business Days 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c) shall include interest computed at the Prime Base Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c).
Appears in 3 contracts
Samples: Tax Matters Agreement (Altisource Portfolio Solutions S.A.), Tax Matters Agreement (Altisource Residential Corp), Tax Matters Agreement (Altisource Residential Corp)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis BHS Group in accordance with Section 2 Article II and Zoetis BHS shall pay to Pfizer Brink’s any amount due Pfizer Brink’s (or Pfizer Brink’s shall pay Zoetis BHS any amount due ZoetisBHS) under Section 2 Article II within 20 Business Days 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c5.01(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c5.01(c).
Appears in 2 contracts
Samples: Tax Matters Agreement (Brinks Co), Tax Matters Agreement (Brink's Home Security Holdings, Inc.)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis HPQ Co Group (or the Unimin Group) in accordance with Section 2 and Zoetis HPQ Co shall pay to Pfizer Unimin any amount due Pfizer Unimin (or Pfizer Unimin shall pay Zoetis HPQ Co any amount due ZoetisHPQ Co) under Section 2 within 20 Business Days 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c5.3(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c5.3(c).
Appears in 2 contracts
Samples: Tax Matters Agreement (Covia Holdings Corp), Agreement and Plan of Merger (Fairmount Santrol Holdings Inc.)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount of such additional Tax attributable to the Zoetis SpinCo Group and the Parent Group, respectively, shall be computed in accordance with Section 2 and Zoetis 2. If the Responsible Company is Parent, SpinCo shall pay to Pfizer Parent any amount due Pfizer (or Pfizer shall pay Zoetis any amount due Zoetis) for which SpinCo is responsible under Section 2 within 20 Business Days from 30 days following the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c5.01(d) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c5.01(d).
Appears in 2 contracts
Samples: Tax Matters Agreement (Mdu Resources Group Inc), Tax Matters Agreement (Everus Construction Group, Inc.)
Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Zoetis Group in accordance with Section 2 Semiconductor Taxes and Zoetis Semiconductor shall pay to Pfizer SunEdison any amount due Pfizer SunEdison (or Pfizer SunEdison shall pay Zoetis Semiconductor any amount due ZoetisSemiconductor, as the case may be) under Section 2 within 20 twenty (20) Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c) 2.09 shall include interest in accordance with Section 13, computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 4.01(c)2.09.
Appears in 1 contract
Samples: Tax Matters Agreement (SunEdison Semiconductor LTD)