Common use of Computation and Payment of Liability With Respect To Tax Due Clause in Contracts

Computation and Payment of Liability With Respect To Tax Due. Within 30 days following the earlier of (i) the Due Date for filing any such Tax Return (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file) or (ii) the date on which such Tax Return is filed (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file): (i) if Parent is the Responsible Company, then SpinCo shall pay to Parent an amount equal to (I) the SpinCo Allocated Income Tax Liability relating to such Tax Return, plus (II) any amounts previously paid to any member of the SpinCo Group by any member of the Parent Group relating to such Tax Return under the 2019 Tax Allocation Agreement or the 1993 Tax Allocation Agreement, less (III) any amounts previously paid to any member of the Parent Group by any member of the SpinCo Group relating to such Tax Return under the 2019 Tax Allocation Agreement or the 1993 Tax Allocation Agreement, less (IV) any SpinCo Allocated Income Tax Benefit related to such Tax Return, less (V) any amounts previously paid by SpinCo to Parent relating to such Tax Return pursuant to Section 5.01(b)(i) (for the absence of doubt, disregarding any interest paid pursuant to Section 5.01(b)(ii)), and plus (VI) any amounts previously paid by Parent to SpinCo relating to such Tax Return pursuant to Section 5.01(b)(i) (for the absence of doubt, disregarding any interest paid pursuant to Section 5.01(b)(ii)); provided that if the amount otherwise payable by SpinCo to Parent under this clause (i) is negative, then SpinCo shall not pay any amount to Parent under this clause (i) and instead Parent shall pay to SpinCo the absolute value of such amount. (ii) The amounts payable under Section 5.01(c)(i) shall be increased by interest computed at the Prime Rate on the amount of the payment based on the number of days from the earlier of (I) the Due Date of the Tax Return or (II) the date on which such Tax Return is filed, to the date of payment.

Computation and Payment of Liability With Respect To Tax Due. Within 30 days 90 Business Days following the earlier of the due date (iincluding extensions) the Due Date for filing any such Tax the last Joint Return for each Relevant Period (excluding any Tax Joint Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to fileTaxes) or (ii) the date on which such Tax last Joint Return for each Relevant Period is filed (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file):filed: (i) if Parent is the Responsible Company, then SpinCo Spinco shall pay to Parent an amount equal to (IA) the SpinCo Allocated Income Tax Liability relating excess, if any, of (i) the amount of Taxes allocable to the Spinco Group, in the aggregate, with respect to all such Tax Return, plus Joint Returns for the Relevant Period under the provisions of Section 3 as finally determined over (IIii) any amounts previously the amount of Taxes Spinco was deemed to have paid to any member of Parent for the SpinCo Group by any member of the Parent Group relating to such Tax Return under the 2019 Tax Allocation Agreement or the 1993 Tax Allocation Agreement, less (III) any amounts previously paid to any member of the Parent Group by any member of the SpinCo Group relating to such Tax Return under the 2019 Tax Allocation Agreement or the 1993 Tax Allocation Agreement, less (IV) any SpinCo Allocated Income Tax Benefit related to such Tax Return, less (V) any amounts previously paid by SpinCo to Parent relating to such Tax Return Relevant Period pursuant to Section 5.01(b)(i4.01(b) (with respect to all such Joint Returns for the absence Relevant Period, and (B) the excess, if any, of doubt, disregarding any interest paid (i) the amount Spinco was deemed to have received from Parent attributable to net losses for the Relevant Period pursuant to Section 5.01(b)(ii)), and plus (VI4.01(b) any amounts previously paid by Parent with respect to SpinCo relating to all such Tax Return pursuant to Section 5.01(b)(i) (Joint Returns for the absence Relevant Period over (ii) the payment attributable to net losses allocable to the Spinco Group, in the aggregate, with respect to all such Joint Returns for the Relevant Period under the provisions of doubt, disregarding any interest paid pursuant to Section 5.01(b)(ii)); provided that if the amount otherwise payable by SpinCo to Parent under this clause (i) is negative, then SpinCo shall not pay any amount to Parent under this clause (i) and instead Parent shall pay to SpinCo the absolute value of such amount5.02 as finally determined. (ii) The amounts payable Parent shall pay to Spinco an amount equal to (A) the excess, if any, of (i) the amount of Taxes Spinco was deemed to have paid to Parent for the Relevant Period pursuant to Section 4.01(b) with respect to all such Joint Returns for the Relevant Period, over (ii) the amount of Taxes allocable to the Spinco Group, in the aggregate, with respect to all such Joint Returns under the provisions of Section 5.01(c)(i3 as finally determined and (B) the excess, if any, of (i) the payment attributable to net losses allocable to the Spinco Group, in the aggregate, with respect to all such Joint Returns for the Relevant Period under the provisions of Section 5.02 as finally determined over (ii) the amount Spinco was deemed to have received from Parent attributable to net losses for the relevant Period pursuant to Section 4.01(b) with respect to all such Joint Returns for the Relevant Period. Any payments required under this Section 4.01(c) shall be increased by include interest computed at the Prime Rate plus 2% per annum on the amount of the payment based on the number of days from the earlier of (Ii) the Due Date due date of the Tax last Joint Return or for each Relevant Period (IIincluding extensions) and (ii) the date on which such Tax last Joint Return is filed, to the date of payment.