Common use of General Tax Payments Clause in Contracts

General Tax Payments. With respect to any Taxes for which one party (the “Liable Party”) is liable under Section 3.3 and that are to be remitted in connection with Tax Returns to be filed by the other party (the “Filing Party”) after the Distribution Date pursuant to Sections 3.1 and 3.2, (i) upon the request of the Filing Party, the Liable Party shall promptly provide to the Filing Party all information necessary to enable the Filing Party to file such Tax Returns and (ii) assuming compliance by the Liable Party with the Liable Party’s obligations under clause (i) (or written waiver by the Filing Party of such compliance), the Filing Party shall, not later than ten (10) days prior to the due date for remitting such Taxes (or, if the due date is within sixty (60) days after the Distribution Date, as promptly following the Distribution Date as possible) provide the Liable Party with a written request showing in reasonable detail the calculation of the amount of such Liable Party’s Taxes (and any other amounts) owing by the Liable Party to the Filing Party pursuant to this Agreement. Subject to Section 4.2 which provides for payments due as a result of a Final Determination, the Liable Party shall have the right to object in writing to such calculation on or before sixty (60) days after the date on which such request is provided to the Liable Party, on the grounds that there is substantial authority that such calculation is incorrect; provided that if the Liable Party so objects, (i) the Filing Party and the Liable Party shall promptly submit the dispute to an independent accounting or law firm acceptable to both the Filing Party and the Liable Party for prompt resolution, whose decision shall be final and binding on the Filing Party and the Liable Party, and (ii) the party that such accounting or law firm determines has lost the dispute shall pay all of the fees and expenses incurred in connection with submitting such dispute. The Liable Party shall pay to the Filing Party any amount not in dispute on or before the thirtieth (30th) day following the receipt of such request by the Liable Party, with additional amounts to be paid by the Liable Party (together with interest at the Applicable Federal Rate accruing from the date on which such Return is filed) promptly upon resolution of any objection.

General Tax Payments. With respect to any Taxes for which one party (the “Liable Party”) is liable under Section 3.3 3.03 and that are to be remitted in connection with Tax Returns to be filed by the other party (the “Filing Party”) after the Distribution Date pursuant to Sections 3.1 3.01 and 3.23.02, (i) upon the request of the Filing Party, the Liable Party other party shall promptly provide to the Filing Party all information within the possession of the Liable Party and necessary to enable the Filing Party to file such Tax Returns and (ii) assuming compliance by the Liable Party with the Liable Party’s obligations under clause (i) (or written waiver by the Filing Party of such compliance), the Filing Party shall, not later than ten seven (107) days prior to the due date for remitting such Taxes (or, if the due date is within sixty seven (607) days after the Distribution Date, as promptly following the Distribution Date as possible) provide the Liable Party with a written request showing in reasonable detail the calculation of the amount of such Liable Party’s Taxes (and any other amounts) owing by the Liable Party to the Filing Party pursuant to this Agreement. Subject to Section 4.2 which provides for payments due as a result of a Final Determination, the The Liable Party shall have the right to object in writing to such calculation on or before sixty three (603) days after the date on which such request is provided to the Liable Party, on the grounds that there is “substantial authority authority” (within the meaning of Section 6662 of the Code and the Treasury regulations thereunder) for the position that such calculation the Liable Party is incorrect; provided that claiming to be the correct position and, if the Liable Party so objects, (i) provides the Filing Party with an opinion to such effect within two (2) days after such written objection, reasonably satisfactory to the Filing Party, from an independent nationally recognized tax counsel reasonably acceptable to the Filing Party, the relevant Tax Return and the amount owing by the Liable Party shall promptly submit be adjusted in a manner consistent with such opinion. Absent an objection pursuant to the dispute to preceding sentence (or absent such an independent accounting or law firm acceptable to both opinion), the Filing Party and the Liable Party for prompt resolution, whose decision shall be final and binding on the Filing Party and the Liable Party, and (ii) the party that such accounting or law firm determines has lost the dispute shall pay all of the fees and expenses incurred in connection with submitting such dispute. The Liable Party shall pay to the Filing Party any amount not in dispute on or before the thirtieth day preceding the date such Tax is due (30th) day following or, if earlier, the receipt of such request date identified in a notice delivered by the Liable PartyFiling Party on which the Filing Party intends to pay, and does pay, such tax) with additional amounts to be paid by the Liable Party (together with interest at the Applicable Federal Rate accruing from the date on which such Tax Return is filed) promptly upon resolution of any objection.

General Tax Payments. With respect to any Taxes for which one party (the “"Liable Party”") is liable under Section 3.3 3.03 and that are to be remitted in connection with Tax Returns to be filed by the other party (the “"Filing Party”") after the Distribution Date pursuant to Sections 3.1 3.01 and 3.23.02, (i) upon the request of the Filing Party, the Liable Party shall promptly provide to the Filing Party all information necessary to enable the Filing Party to file such Tax Returns and (ii) assuming compliance by the Liable Party with the Liable Party’s 's obligations under clause (i) (or written waiver by the Filing Party of such compliance), the Filing Party shall, not later than ten (10) days prior to the due date for remitting such Taxes (or, if the due date is within sixty forty-five (6045) days after the Distribution Date, as promptly following the Distribution Date as possible) provide the Liable Party with a written request showing in reasonable detail the calculation of the amount of such Liable Party’s 's Taxes (and any other amounts) owing by the Liable Party to the Filing Party pursuant to this Agreement. Subject to Section 4.2 which provides for payments due as a result of a Final Determination, the The Liable Party shall have the right to object in writing to such calculation on or before sixty (60) days after the date on which such request is provided to the Liable Party, on the grounds that there is substantial authority that such calculation is incorrect; provided that if the Liable Party so objects, (i) the Filing Party and the Liable Party shall promptly submit the dispute to an independent accounting or law firm acceptable to both the Filing Party and the Liable Party for prompt resolution, whose decision shall be final and binding on the Filing Party and the Liable Party, and (ii) the party that such accounting or law firm determines has lost the dispute shall pay all of the fees and expenses incurred in connection with submitting such dispute. The Liable Party shall pay to the Filing Party any amount not in dispute on or before the thirtieth (30th) day following the receipt of such request by the Liable Party, with additional amounts to be paid by the Liable Party (together with interest at the Applicable Federal Rate accruing from the date on which such Return is filed) promptly upon resolution of any objection.

General Tax Payments. With respect to any Taxes for which one party (the “"Liable Party”") is liable under Section 3.3 SECTION 3.03 and that are to be remitted in connection with Tax Returns to be filed by the other party (the “"Filing Party”") after the Distribution Date pursuant to Sections 3.1 and 3.2SECTIONS 3.01 AND 3.02, (ia) upon the request of the Filing Party, the Liable Party shall promptly provide to the Filing Party all information necessary to enable the Filing Party to file such Tax Returns and (iib) assuming compliance by the Liable Party with the Liable Party’s 's obligations under clause (ia) (or written waiver by the Filing Party of such compliance), the Filing Party shall, not later than ten (10) days prior to the due date for remitting such Taxes (or, if the due date is within sixty forty-five (6045) days after the Distribution Date, as promptly following the Distribution Date as possible) provide the Liable Party with a written request showing in reasonable detail the calculation of the amount of such Liable Party’s 's Taxes (and any other amounts) owing by the Liable Party to the Filing Party pursuant to this Agreement. Subject to Section 4.2 which provides for payments due as a result of a Final Determination, the The Liable Party shall have the right to object in writing to such calculation on or before sixty thirty (6030) days after the date on which such request is provided to the Liable Party, on the grounds that there is substantial authority that such calculation is incorrect; provided that if the Liable Party so objects, (i) the Filing Party and the Liable Party shall promptly submit the dispute to an independent accounting or law firm acceptable to both the Filing Party and the Liable Party for prompt resolution, whose decision shall be final and binding on the Filing Party and the Liable Party, and (ii) the party that such accounting or law firm determines has lost the dispute shall pay all of the fees and expenses incurred in connection with submitting such dispute. The Liable Party shall pay to the Filing Party any amount not in dispute on or before the thirtieth tenth (30th10th) day following the receipt of such request by the Liable Party, with additional amounts to be paid by the Liable Party (together with interest at the Applicable Federal Rate accruing from the date on which such Return the Tax in issue is fileddue) promptly upon resolution of any objection. Payment under this SECTION 4.01 of an amount determined by an independent accounting or law firm will not negate any liability of a Liable Party pursuant to this Agreement by reason of a Final Determination.

General Tax Payments. With respect to any Taxes for which one party (the “Liable Party”"LIABLE PARTY") is liable under Section 3.3 3.03 and that are to be remitted in connection with Tax Returns to be filed by the other party (the “Filing Party”"FILING PARTY") after the Distribution Date pursuant to Sections 3.1 3.01 and 3.23.02, (i) upon the request of the Filing Party, the Liable Party shall promptly provide to the Filing Party all information necessary to enable the Filing Party to file such Tax Returns and (ii) assuming compliance by the Liable Party with the Liable Party’s 's obligations under clause (i) (or written waiver by the Filing Party of such compliance), the Filing Party shall, not later than ten [forty-five (10) 45)] days prior to the due date for remitting such Taxes (or, if the due date is within sixty [forty-five (60) 45)] days after the Distribution Date, as promptly following the Distribution Date as possible) provide the Liable Party with a written request showing in reasonable detail the calculation of the amount of such Liable Party’s Taxes (and any other amounts) owing by the Liable Party to the Filing Party pursuant to this Agreement. Subject to Section 4.2 which provides for payments due as a result of a Final Determination, the The Liable Party shall have the right to object in writing to such calculation on or before sixty [twenty-one (60) 21)] days after the date on which such request is provided to the Liable Party, on the grounds that there is substantial authority that such calculation is incorrect; provided that if the Liable Party so objects, (i) the Filing Party and the Liable Party shall promptly submit the dispute to an independent accounting or law firm acceptable to both the Filing Party and the Liable Party for prompt resolution, whose decision shall be final and binding on the Filing Party and the Liable Party, and (ii) the party that such accounting or law firm determines has lost the dispute shall pay all Independent Firm in accordance with Article VIII of the fees and expenses incurred in connection with submitting such disputethis Agreement. The Liable Party shall pay to the Filing Party any amount not in dispute on or before the [thirtieth (30th) )] day following the receipt of such request by the Liable Party, with additional amounts to be paid by the Liable Party (together with interest at the Applicable Federal Rate accruing from the date on which such Tax Return is filed) promptly upon resolution of any objection.