Common use of Certain Reimbursements Clause in Contracts

Certain Reimbursements. Each Party shall notify the other Party of any Taxes paid by it or any of its Affiliates that are subject to indemnification under this Article III. Any notification pursuant to this Section 3.4 shall include a detailed calculation (including, if applicable, separate allocations of such Taxes between the Parties and supporting work papers) and a brief explanation of the basis for indemnification hereunder. Whenever such a notification is given, the indemnifying Party shall pay the amount requested in such notice to the indemnified party in accordance with Article IV, but only to the extent the indemnifying Party agrees with such request. To the extent the indemnifying Party disagrees with such request, it shall so notify the indemnified party within thirty (30) days of receipt of such notice, whereupon the Parties shall use their best efforts to resolve any such disagreement. Any indemnification payment made after such thirty (30) day period shall include interest at the Overdue Rate from the date of receipt of the original indemnification notice. Any dispute as to any matter covered by this Article III shall be resolved by the Accounting Firm as an expert and not an arbitrator. The fees and expenses of the Accounting Firm shall be borne equally by Parent and SpinCo.

Certain Reimbursements. Each Party Holding, Hyatt or Classic, as the case may be, shall notify the other Party Parties of any Taxes paid by it or any member of its Affiliates Affiliated Group that are subject to indemnification under this Article IIISection 3. Any notification pursuant to contemplated by this Section 3.4 3(d) shall include a detailed calculation (including, if applicable, separate allocations of such Taxes between the Parties Pre- and Post-Closing Taxable Periods and Pre- and Post-Closing Straddle Periods and supporting work papers) and a brief explanation of the basis for indemnification hereunder. Whenever such a notification is given, the indemnifying Party shall pay the amount requested in such notice to the indemnified party Party in accordance with Article IV, but only to the extent the indemnifying Party agrees with such requestSection 4. To the extent the indemnifying Party disagrees with such request, it shall nevertheless make such requested payment but, within 30 days, so notify the indemnified party within thirty (30) days of receipt of such noticeParty, whereupon the Parties shall use their best efforts to resolve any such disagreement. Any indemnification payment After such resolution, any reimbursement from the indemnified Party to the indemnifying Party made after such thirty (30) -day period shall include interest at the Overdue Underpayment Rate from the date of receipt of the original indemnification notice. Any dispute as to any matter covered by this Article III shall be resolved such payment was received by the Accounting Firm as an expert and not an arbitrator. The fees and expenses of the Accounting Firm shall be borne equally by Parent and SpinCoindemnified Party.