Common use of Discharge of Indemnity Clause in Contracts

Discharge of Indemnity. VS, L Brands and the members of their respective Groups shall discharge their obligations under Section 11(a) or Section 11(b) hereof, respectively, by paying the relevant amount in accordance with Section 12, within thirty (30) Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such thirty (30) Business Days, at least ten (10) Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section 11(a) or Section 11(b), as the case may be. Notwithstanding the foregoing, if any member of the VS Group or any member of the L Brands Group disputes in good faith the fact or the amount of its obligation under Section 11(a) or Section 11(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 hereof; provided, however, that any amount not paid within thirty (30) Business Days of demand therefor shall bear interest as provided in Section 12.

Appears in 4 contracts

Samples: Tax Matters Agreement (Bath & Body Works, Inc.), Tax Matters Agreement (Victoria's Secret & Co.), Tax Matters Agreement (Victoria's Secret & Co.)

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Discharge of Indemnity. VSRCPI, L Brands RGHL, RGHI and the members of their respective Groups shall discharge their obligations under Section 11(a9(a) or Section 11(b9(b) hereof, respectively, by paying the relevant amount in accordance with Section 1210, within thirty (30) five Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such thirty (30) five Business Days, at least ten (10) two Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section 11(a9(a) or Section 11(b9(b), as the case may be. Notwithstanding the foregoing, if any member of the VS RCPI Group or any member of the L Brands RGHL Group disputes in good faith the fact or the amount of its obligation under Section 11(a9(a) or Section 11(b9(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 16 hereof; provided, however, that any amount not paid within thirty (30) five Business Days of demand therefor shall bear interest as provided in Section 1210.

Appears in 3 contracts

Samples: Tax Matters Agreement (Reynolds Consumer Products Inc.), Tax Matters Agreement (Reynolds Consumer Products Inc.), Tax Matters Agreement (Reynolds Consumer Products Inc.)

Discharge of Indemnity. VSKontoor Brands, L Brands VF and the members of their respective Groups shall discharge their obligations under Section 11(a) or Section 11(b11(a)(iv) hereof, respectively, by paying the relevant amount in accordance with Section 12, within thirty (30) 30 Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such thirty (30) 30 Business Days, at least ten (10) 10 Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section 11(a) or Section 11(b11(a)(iv), as the case may be. Notwithstanding the foregoing, if any member of the VS Kontoor Brands Group or any member of the L Brands VF Group disputes in good faith the fact or the amount of its obligation under Section 11(a) or Section 11(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 hereof; provided, however, that any amount not paid within thirty (30) 30 Business Days of demand therefor shall bear interest as provided in Section 12.

Appears in 3 contracts

Samples: Tax Matters Agreement (V F Corp), Tax Matters Agreement (Kontoor Brands, Inc.), Tax Matters Agreement (Kontoor Brands, Inc.)

Discharge of Indemnity. VSNewco, L Brands Xxxxxxx and the members of their respective Groups shall discharge their obligations under Section 11(a10(a) or Section 11(b10(b) hereof, respectively, by paying the relevant amount in accordance with Section 1211, within thirty (30) Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such thirty (30) Business Days, at least ten (10) Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section 11(a10(a) or Section 11(b10(b), as the case may be. Notwithstanding the foregoing, if any member of the VS Newco Group or any member of the L Brands Xxxxxxx Group disputes in good faith the fact or the amount of its obligation under Section 11(a10(a) or Section 11(b10(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 hereof; provided, however, that any amount not paid within thirty (30) Business Days of demand therefor shall bear interest as provided in Section 1211.

Appears in 3 contracts

Samples: Transaction Agreement and Plan of Merger (Emersub CX, Inc.), Stockholders Agreement (Emerson Electric Co), Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)

Discharge of Indemnity. VSSolta, L Brands Parent and the members of their respective Groups shall discharge their obligations under Section 11(a10(a) or Section 11(b10(b) hereof, respectively, by paying the relevant amount in accordance with Section 1211, within thirty (30) Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such thirty (30) Business Days, at least ten (10) Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section 11(a10(a) or Section 11(b10(b), as the case may be. Notwithstanding the foregoing, if any member of the VS Solta Group or any member of the L Brands Parent Group disputes in good faith the fact or the amount of its obligation under Section 11(a10(a) or Section 11(b10(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 24 hereof; provided, however, that any amount not paid within thirty (30) Business Days of demand therefor shall bear interest as provided in Section 1211.

Appears in 2 contracts

Samples: Tax Matters Agreement (Solta Medical Corp), Tax Matters Agreement (Solta Medical Corp)

Discharge of Indemnity. VSRGHL, L Brands RGHI, GPC and the members of their respective Groups shall discharge their obligations under Section 11(a8(a) or Section 11(b8(b) hereof, respectively, by paying the relevant amount in accordance with Section 129, within thirty (30) five Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such thirty (30) five Business Days, at least ten (10) two Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section 11(a8(a) or Section 11(b8(b), as the case may be. Notwithstanding the foregoing, if any member of the VS GPC Group or any member of the L Brands RGHL Group disputes in good faith the fact or the amount of its obligation under Section 11(a8(a) or Section 11(b8(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 15 hereof; provided, however, that any amount not paid within thirty (30) five Business Days of demand therefor shall bear interest as provided in Section 129.

Appears in 2 contracts

Samples: Tax Matters Agreement (Pactiv Evergreen Inc.), Tax Matters Agreement (Pactiv Evergreen Inc.)

Discharge of Indemnity. VSEIS International, L Brands EMC and the members of their respective Groups groups shall discharge their obligations under Section 11(a9(a) or Section 11(b9(b) hereof, respectively, by paying the relevant amount in accordance with Section 1211, within thirty (30) Business Days business days of demand therefor or, to the extent such amount is required to be paid to a Taxing Tax Authority prior to the expiration of such thirty (30) Business Daysbusiness days, at least ten (10) Business Days business days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section 11(a9(a) or Section 11(b9(b), as the case may be. Notwithstanding the foregoing, if any member of the VS EIS Group or any member of the L Brands EMC Group disputes in good faith the fact or the amount of its obligation under Section 11(a9(a) or Section 11(b9(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 hereof; 26 hereof; provided, however, that any amount not paid within thirty (30) Business Days business days of demand therefor shall bear interest as provided in Section 1211.

Appears in 2 contracts

Samples: Asset Transfer Agreement (Zurn Water Solutions Corp), Asset Transfer Agreement (Zurn Water Solutions Corp)

Discharge of Indemnity. VSLoyalty Ventures, L Brands ADS and the members of their respective Groups shall discharge their obligations under Section 11(a) or Section 11(b) hereof, respectively, by paying the relevant amount in accordance with Section 12, within thirty (30) Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such thirty (30) Business Days, at least ten (10) Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section 11(a) or Section 11(b), as the case may be. Notwithstanding the foregoing, if any member of the VS Loyalty Ventures Group or any member of the L Brands ADS Group disputes in good faith the fact or the amount of its obligation under Section 11(a) or Section 11(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 24 hereof; provided, however, that any amount not paid within thirty (30) Business Days of demand therefor shall bear interest as provided in Section 12.

Appears in 2 contracts

Samples: Tax Matters Agreement (Loyalty Ventures Inc.), Tax Matters Agreement (Alliance Data Systems Corp)

Discharge of Indemnity. VSLivent, L Brands Parent and the members of their respective Groups shall discharge their obligations under Section 11(a) or Section 11(b) hereof, respectively, by paying the relevant amount in accordance with Section 12, within thirty (30) 30 Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such thirty (30) 30 Business Days, at least ten (10) 10 Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section 11(a) or Section 11(b), as the case may be. Notwithstanding the foregoing, if any member of the VS Lithium Group or any member of the L Brands Parent Group disputes in good faith the fact or the amount of its obligation under Section 11(a) or Section 11(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 20 hereof; provided, however, that any amount not paid within thirty (30) 30 Business Days of demand therefor shall bear interest as provided in Section 12.

Appears in 1 contract

Samples: Tax Matters Agreement (Livent Corp.)

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Discharge of Indemnity. VSLivent, L Brands Parent and the members of their respective Groups shall discharge their obligations under Section ‎Section 11(a) or Section ‎‎Section 11(b) hereof, respectively, by paying the relevant amount in accordance with Section ‎‎Section 12, within thirty (30) 30 Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such thirty (30) 30 Business Days, at least ten (10) 10 Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section ‎Section 11(a) or Section ‎‎Section 11(b), as the case may be. Notwithstanding the foregoing, if any member of the VS Lithium Group or any member of the L Brands Parent Group disputes in good faith the fact or the amount of its obligation under Section ‎‎Section 11(a) or Section ‎‎Section 11(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 ‎Section 18 hereof; provided, however, that any amount not paid within thirty (30) 30 Business Days of demand therefor shall bear interest as provided in Section ‎‎Section 12.

Appears in 1 contract

Samples: Tax Matters Agreement (Livent Corp.)

Discharge of Indemnity. VSNewco, L Brands Emerson and the members of their respective Groups shall discharge their obligations under Section 11(a10(a) or Section 11(b10(b) hereof, respectively, by paying the relevant amount in accordance with Section 1211, within thirty (30) Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such thirty (30) Business Days, at least ten (10) Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section 11(a10(a) or Section 11(b10(b), as the case may be. Notwithstanding the foregoing, if any member of the VS Newco Group or any member of the L Brands Xxxxxxx Group disputes in good faith the fact or the amount of its obligation under Section 11(a10(a) or Section 11(b10(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 hereof; provided, however, that any amount not paid within thirty (30) Business Days of demand therefor shall bear interest as provided in Section 1211.

Appears in 1 contract

Samples: Tax Matters Agreement (Aspen Technology, Inc.)

Discharge of Indemnity. VSLoyalty Ventures, L Brands ADS and the members of their respective Groups shall discharge their obligations under Section ‎Section 11(a) or Section ‎Section 11(b) hereof, respectively, by paying the relevant amount in accordance with Section ‎Section 12, within thirty (30) Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such thirty (30) Business Days, at least ten (10) Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section ‎Section 11(a) or Section ‎Section 11(b), as the case may be. Notwithstanding the foregoing, if any member of the VS Loyalty Ventures Group or any member of the L Brands ADS Group disputes in good faith the fact or the amount of its obligation under Section ‎Section 11(a) or Section ‎Section 11(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 ‎Section 24 hereof; provided, however, that any amount not paid within thirty (30) Business Days of demand therefor shall bear interest as provided in Section ‎Section 12.

Appears in 1 contract

Samples: Tax Matters Agreement (Loyalty Ventures Inc.)

Discharge of Indemnity. VSNewco, L Brands Exxxxxx and the members of their respective Groups shall discharge their obligations under Section 11(a10(a) or Section 11(b10(b) hereof, respectively, by paying the relevant amount in accordance with Section 1211, within thirty (30) Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such thirty (30) Business Days, at least ten (10) Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section 11(a10(a) or Section 11(b10(b), as the case may be. Notwithstanding the foregoing, if any member of the VS Newco Group or any member of the L Brands Exxxxxx Group disputes in good faith the fact or the amount of its obligation under Section 11(a10(a) or Section 11(b10(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 24 hereof; provided, however, that any amount not paid within thirty (30) Business Days of demand therefor shall bear interest as provided in Section 1211.

Appears in 1 contract

Samples: Stockholders Agreement (Emerson Electric Co)

Discharge of Indemnity. VSNewco, L Brands Emerson and the members of their respective Groups shall discharge their obligations under Section 11(a10(a) or Section 11(b10(b) hereof, respectively, by paying the relevant amount in accordance with Section 1211, within thirty (30) Business Days of demand therefor or, to the extent such amount is required to be paid to a Taxing Authority prior to the expiration of such thirty (30) Business Days, at least ten (10) Business Days prior to the date by which the demanding party is required to pay the related Tax liability. Any such demand shall include a statement showing the amount due under Section 11(a10(a) or Section 11(b10(b), as the case may be. Notwithstanding the foregoing, if any member of the VS Newco Group or any member of the L Brands Emerson Group disputes in good faith the fact or the amount of its obligation under Section 11(a10(a) or Section 11(b10(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 25 24 hereof; provided, however, that any amount not paid within thirty (30) Business Days of demand therefor shall bear interest as provided in Section 1211.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)

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