Common use of Advance Payment of Taxes Clause in Contracts

Advance Payment of Taxes. In the event that the Audit Management Party decides to contest the position of a Taxing Authority taken with respect to a Pre-Distribution U.S. Income Tax Audit, a Pre-Distribution Tyco (U.S.) Qualified Plan and TME Payroll Tax Audit, or a Pre-Distribution Transfer Pricing Tax Audit in a forum or jurisdiction that requires the prepayment or deposit of the Taxes (or security for the Taxes) in order to contest the Taxes determined by the Taxing Authority to be due and payable, each of the other Parties must pay to the Audit Management Party its portion of such prepayment determined in accordance with this Section 9.3; provided, however, if any Party’s portion of such prepayment exceeds $500 million, the Parties shall only be obligated to pay their portions of such prepayment if a Majority of the Parties votes in favor of the Audit Management Party’s decision as to choice of forum or jurisdiction. Each of the Parties shall deliver its written vote to the Audit Management Party within ten (10) days of its receipt of written notice of the Audit Management Party’s decision as to choice of forum or jurisdiction and the amount of the required prepayment. A recoupment of all or a portion of a prepayment of Taxes resulting from a Final Determination shall be paid to the Party or Parties that contributed to such prepayment, in proportion to such contributions. No Party shall be liable to any other Party in the event that a Final Determination does not allow for the recovery of all or a portion of a prepayment.

Advance Payment of Taxes. In the event that the Audit Management Control Party decides to contest the position of a Taxing Authority taken with respect to a Pre-Distribution U.S. Income Tax Audit, a Pre-Distribution Tyco (U.S.) Qualified Plan and TME Tax Audit, a Pre-Distribution Payroll Tax Audit, or a Pre-Distribution Transfer Pricing Tax Audit in a forum or jurisdiction that requires the prepayment or deposit of the Taxes (or security for the Taxes) in order to contest the Taxes determined by the Taxing Authority to be due and payable, each of the other Parties must pay to the Audit Management Control Party its portion of such prepayment determined in accordance with this Section 9.38.3; provided, however, if any Party’s portion of such prepayment exceeds $500 million250,000, the Parties shall only be obligated to pay their portions of such prepayment if a Majority of the Parties votes vote in favor of the Audit Management Control Party’s decision as to choice of forum or jurisdiction. Each of the Parties shall deliver its written vote to the Audit Management Control Party within ten (10) days of its receipt of written notice of the Audit Management Control Party’s decision as to choice of forum or jurisdiction and the amount of the required prepayment. A recoupment of all or a portion of a prepayment of Taxes resulting from a Final Determination shall be paid to the Party or Parties that contributed to such prepayment, in proportion to such contributions. No Party shall be liable to any other Party in the event that a Final Determination does not allow for the recovery of all or a portion of a prepayment.

Advance Payment of Taxes. In the event that the Audit Management Party decides to contest the position of a Taxing Authority taken with respect to a Pre-Distribution U.S. Income Tax Audit, a Pre-Distribution Tyco (U.S.) Qualified Plan and Tax Audit, a Pre-Distribution TME Payroll Tax Audit, or a Pre-Distribution Transfer Pricing Tax Audit in a forum or jurisdiction that requires the prepayment or deposit of the Taxes (or security for the Taxes) in order to contest the Taxes determined by the Taxing Authority to be due and payable, each of the other Parties must pay to the Audit Management Party its portion of such prepayment determined in accordance with this Section 9.3; provided, however, if any Party’s portion of such prepayment exceeds $500 million, the Parties shall only be obligated to pay their portions of such prepayment if a Majority of the Parties votes in favor of the Audit Management Party’s decision as to choice of forum or jurisdiction. Each of the Parties shall deliver its written vote to the Audit Management Party within ten (10) days of its receipt of written notice of the Audit Management Party’s decision as to choice of forum or jurisdiction and the amount of the required prepayment. A recoupment of all or a portion of a prepayment of Taxes resulting from a Final Determination shall be paid to the Party or Parties that contributed to such prepayment, in proportion to such contributions. No Party shall be liable to any other Party in the event that a Final Determination does not allow for the recovery of all or a portion of a prepayment.