Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Authority or (ii) fifteen (15) Business Days after the receipt of notice from the other Party.
Appears in 15 contracts
Samples: Tax Matters Agreement (Danaher Corp /De/), Tax Matters Agreement (Veralto Corp), Tax Matters Agreement (Veralto Corp)
Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any other Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any other Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Authority or (ii) fifteen (15) Business Days after the receipt of notice from the other Party.
Appears in 9 contracts
Samples: Tax Matters Agreement, Tax Matters Agreement (IAA, Inc.), Tax Matters Agreement (KAR Auction Services, Inc.)
Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the a result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Authority or Authority, and (ii) fifteen (15) Business Days after the receipt of notice from the other Party.
Appears in 8 contracts
Samples: Tax Matters Agreement (WK Kellogg Co), Tax Matters Agreement (Kellanova), Tax Matters Agreement (WK Kellogg Co)
Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either any Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax Tax, or to another Person a payment in respect of a Tax Tax, that the other another Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Authority or (ii) fifteen (15) 15 Business Days after the receipt of notice from the other Party.
Appears in 4 contracts
Samples: Tax Matters Agreement (Nextracker Inc.), Tax Matters Agreement (Flex Ltd.), Tax Matters Agreement (Nextracker Inc.)
Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “IndemniteeIndemnified Party”) is required to pay to a Taxing Authority a Tax or to another Person a Party an indemnification payment in respect of a Tax that the other another Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee Indemnified Party shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax Taxes and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the IndemniteeIndemnified Party, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee Indemnified Party no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Authority or (ii) fifteen (15) Business Days after the receipt of notice from the other Party.
Appears in 3 contracts
Samples: Tax Matters Agreement (Covidien PLC), Tax Matters Agreement (Mallinckrodt PLC), Tax Matters Agreement
Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Governmental Authority a Tax or to another Person a Party an indemnification payment in respect of a Tax that the other another Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax Taxes and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Governmental Authority or (ii) fifteen (15) Business Days after the receipt of notice from the other Party.
Appears in 2 contracts
Samples: Tax Matters Agreement (Armstrong World Industries Inc), Tax Matters Agreement (Armstrong Flooring, Inc.)
Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “IndemniteeIndemnified Party”) is required to pay to a Taxing Authority a Tax or to another Person a Party an indemnification payment in respect of a Tax that the other another Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee Indemnified Party shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax Taxes and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the IndemniteeIndemnified Party, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax-Related Losses attributable thereto, to the Indemnitee Indemnified Party no later than the later of (i) five (5) Business Days prior to the date on which such payment is due to the applicable Taxing Authority or (ii) fifteen (15) Business Days after the receipt of notice from the other Party.
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