Common use of Discharge of Indemnity Clause in Contracts

Discharge of Indemnity. Acquiror, the JV, Parent and the members of their respective Groups shall discharge their obligations under Section 12(a) or Section 12(b) hereof, respectively, by paying the relevant amount in accordance with Section 13, within 30 Business Days of demand therefor. Any such demand shall include a statement showing the amount due under Section 12(a) or Section 12(b), as the case may be. Notwithstanding the foregoing, if any member of the Acquiror Group or any member of the Parent Group disputes in good faith the fact or the amount of its obligation under Section 12(a) or Section 12(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with 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 14.

Appears in 10 contracts

Samples: Tax Matters Agreement (McKesson Corp), Tax Matters Agreement (Change Healthcare Inc.), Tax Matters Agreement (McKesson Corp)

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Discharge of Indemnity. AcquirorControlled, the JV, Parent Distributing and the members of their respective Groups shall discharge their obligations under Section 12(aSections 11(a) or Section 12(band 11(b) hereof, respectively, by paying the relevant amount in accordance with Section 1312, within 30 Business Days of demand therefor. Any such demand shall include a statement showing the amount due under Section 12(a11(a) or Section 12(b11(b), as the case may be. Notwithstanding the foregoing, if any member of the Acquiror Controlled Group or any member of the Parent Distributing Group disputes in good faith the fact or the amount of its obligation under Section 12(a11(a) or Section 12(b11(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 24 23 hereof; provided, however, that any amount not paid within thirty (30) 30 Business Days of demand therefor shall bear interest as provided in Section 1412.

Appears in 2 contracts

Samples: Tax Matters Agreement (TopBuild Corp), Tax Matters Agreement (TopBuild Corp)

Discharge of Indemnity. AcquirorControlled, the JV, Parent Distributing and the members of their respective Groups shall discharge their obligations under Section 12(aSections 11(a) or Section 12(band 11(b) hereof, respectively, by paying the relevant amount in accordance with Section 1312, within 30 ten (10) Business Days of demand therefor. Any such demand shall include a statement showing the amount due under Section 12(a11(a) or Section 12(b11(b), as the case may be. Notwithstanding the foregoing, if any member of the Acquiror Controlled Group or any member of the Parent Distributing Group disputes in good faith the fact or the amount of its obligation under Section 12(a11(a) or Section 12(b11(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 24 23 hereof; provided, however, that any amount not paid within thirty ten (3010) Business Days of demand therefor shall bear interest as provided in Section 1412.

Appears in 2 contracts

Samples: Tax Matters Agreement, Tax Matters Agreement (Vertiv Co.)

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Discharge of Indemnity. AcquirorParent, the JV, Parent Company and the members of their respective Groups shall discharge their obligations under Section 12(a14(a) or Section 12(b) hereof14(b), respectively, by paying the relevant amount in accordance with Section 1315, within 30 Business Days of demand therefor. Any such demand shall include a statement showing the amount due under Section 12(a14(a) or Section 12(b14(b), as the case may be. Notwithstanding the foregoing, if any member of the Acquiror Parent Group or any member of the Parent Company Group disputes in good faith the fact or the amount of its obligation under Section 12(a14(a) or Section 12(b14(b), then no payment of the amount in dispute shall be required until any such good faith dispute is resolved in accordance with Section 24 hereof25; provided, however, that any amount not paid within thirty (30) 30 Business Days of demand therefor shall bear interest as provided in Section 1415.

Appears in 1 contract

Samples: Tax Matters Agreement (Westinghouse Air Brake Technologies Corp)

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