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 (including extensions) 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, if B/E is the Responsible Company, then KLX shall pay to B/E the amount allocable to the KLX Group under the provisions of Section 2, and if KLX is the Responsible Company, then B/E shall pay to KLX the amount allocable to the B/E Group under the provisions of Section 2, in each case, plus 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 (including extensions) or (ii) the date on which such Tax Return is filed, to the date of payment. Notwithstanding the foregoing and Section 5.2(a), in the case of Income Taxes that are IP Sale Taxes, at B/E’s option, B/E shall be permitted to deliver to KLX a written computation in reasonable detail showing the increase in Income Taxes payable by the B/E Group (computed on a with and without basis in accordance with Section 2.6(c)) prior to the date required by Section 5.2(a), and KLX shall pay the amount of such increase in Income Taxes to B/E within twenty days of KLX’s receipt of such computation; provided KLX shall have the right to have such written computation confirmed by a Tax Advisor in accordance with Section 2.6(c) and, in such case, KLX shall not be required to make a payment to B/E until the amount is confirmed or otherwise determined by such Tax Advisor; provided further that if the payment by KLX occurs after the date the relevant Tax Return is filed or the payment of the relevant Taxes is made by B/E to a Tax Authority (including on an estimated basis), KLX shall also pay interest at the Prime Rate on the amount of the payment based on the number of days from the filing date or the Tax payment date by B/E to the date B/E is reimbursed by KLX for such increased Taxes.

Appears in 4 contracts

Samples: Tax Sharing and Indemnification Agreement, Separation and Distribution Agreement (KLX Inc.), Tax Sharing and Indemnification Agreement (KLX Inc.)

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