Common use of Indemnity Payments Clause in Contracts

Indemnity Payments. (i) To the extent that one Party (the "Indemnifying Party") owes money to another Party (the "Indemnitee") pursuant to this Section 3.5, the Party (the "Notifying Party") having knowledge of such obligation shall notify the other Party and shall provide such other Party with its calculations of such obligation (as specified in Article II and Article III). The other Party, within 14 days after receiving the Notifying Party's calculations, shall submit to the Notifying Party such other Party's calculations of the amount required to be paid pursuant to this Section 3.5, showing such calculations in sufficient detail so as to permit the Notifying Party to understand the calculations. The Indemnifying Party shall pay the Indemnitee, no later than the later of 5 days prior to the due date (including extensions) of the relevant Tax Returns and 14 days after the Notifying Party receives the other Party's calculations, the amount for which the Indemnifying Party is required to pay or indemnify the Indemnitee under this Section 3.5. The Indemnifying Party shall have the right to disagree with the Indemnitee's calculations. Any dispute regarding such calculations shall be resolved in accordance with Section 5.4 of this Agreement. (ii) All indemnity payments shall be calculated on a pre-Tax basis and shall be treated as contributions to capital and/or dividends immediately prior to the Distribution.

Appears in 2 contracts

Samples: Tax Allocation Agreement (Cognizant Corp), Tax Allocation Agreement (Ims Health Inc)

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Indemnity Payments. (i) To the extent that one Party (the "Indemnifying Party") owes money to another Party (the "Indemnitee") pursuant to this Section 3.53.4, the Party (the "Notifying Party") having knowledge of such obligation shall notify the other Party and shall provide such other Party with its calculations of such obligation (as specified in Article II Articles I and Article IIIIII hereof). The other Party, within 14 days after receiving the Notifying Party's calculations, shall submit to the Notifying Party such other Party's calculations of the amount required to be paid pursuant to this Section 3.53.4, showing such calculations in sufficient detail so as to permit the Notifying Party to understand the calculations. The Indemnifying Party shall pay the Indemnitee, no later than the later of 5 days prior to the due date (including extensions) of the relevant Tax Returns and 14 days after the Notifying Party receives the other Party's calculations, the amount for which the Indemnifying Party is required to pay or indemnify the Indemnitee under this Section 3.53.4. The Indemnifying Party shall have the right to disagree with the Indemnitee's calculations. Any dispute regarding such calculations shall be resolved in accordance with Section 5.4 6.4 of this Agreement. (ii) All indemnity payments shall be calculated on a pre-Tax basis and and, unless otherwise required by law, shall be treated as contributions to capital and/or dividends immediately prior to the Distribution.

Appears in 2 contracts

Samples: Tax Allocation and Indemnification Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Tax Allocation and Indemnification Agreement (Quantum Fuel Systems Technologies Worldwide Inc)

Indemnity Payments. (i) To the extent that one Party party (the "Indemnifying Party") owes money to another Party party (the "Indemnitee") pursuant to this Section 3.53.6, the Party (the "Notifying Party") having knowledge of such obligation shall notify the other Party and shall provide such other Party with its calculations of such obligation (as specified in Article II and Article III). The other PartyIndemnitee shall, within 14 days after receiving the Notifying Indemnifying Party's calculationscalculations (as specified in Sections 3.1(b), shall 3.1(c) and 3.1(d)), submit to the Notifying Indemnifying Party such other Partythe Indemnitee's calculations of the amount required to be paid pursuant to this Section 3.53.6, showing such calculations in sufficient detail so as to permit the Notifying Indemnifying Party to understand the calculations. The Indemnifying Party shall pay the Indemnitee, no later than the later of 5 30 days prior to the due date (including extensions) of the relevant Tax Returns and or 14 days after the Notifying Indemnifying Party receives the other PartyIndemnitee's calculations, the amount for which the Indemnifying Party is required to pay or indemnify the Indemnitee under this Section 3.53.6. The Indemnifying Party shall have the right to disagree with the Indemnitee's calculations. Any dispute regarding such calculations shall be resolved in accordance with Section 5.4 of this Agreement. (ii) All indemnity payments shall be calculated on a pre-Tax basis and shall be treated as contributions to capital and/or dividends immediately prior to the Distribution.

Appears in 2 contracts

Samples: Tax Allocation Agreement (Cognizant Corp), Tax Allocation Agreement (Dun & Bradstreet Corp)

Indemnity Payments. (i) To the extent that one Party party (the "Indemnifying Party") owes money to another Party party (the "Indemnitee") pursuant to this Section 3.53.6, the Party (the "Notifying Party") having knowledge of such obligation shall notify the other Party and shall provide such other Party with its calculations of such obligation (as specified in Article II and Article III). The other PartyIndemnitee shall, within 14 days after receiving the Notifying Indemnifying Party's calculationscalculations (as specified in Sections 3.1(b), shall 3.1(c) and 3.1(d)), submit to the Notifying Indemnifying Party such other Partythe Indemnitee's calculations of the amount required to be paid pursuant to this Section 3.53.6, showing such calculations in sufficient detail so as to permit the Notifying Indemnifying Party to understand the calculations. The Indemnifying Party shall pay the Indemnitee, no later than the later of 5 30 days prior to the due date (including extensions) of the relevant Tax Returns and or 14 days after the Notifying Indemnifying Party receives the other PartyIndemnitee's calculations, the amount for which the Indemnifying Party is required to pay or indemnify the Indemnitee under this Section 3.53.6. The Indemnifying Party shall have the right to disagree with the Indemnitee's calculations. Any dispute regarding such calculations shall be resolved in accordance with Section 5.4 of this Agreement. (ii) All indemnity payments shall be calculated on a pre-Tax tax basis and shall be treated as contributions to capital and/or dividends immediately prior to the Distribution.

Appears in 2 contracts

Samples: Tax Allocation Agreement (Dun & Bradstreet Corp), Tax Allocation Agreement (Acnielsen Corp)

Indemnity Payments. (i) To the extent that one Party (the "Indemnifying Party") owes money to another Party (the "Indemnitee") pursuant to this Section 3.5, the Party (the "Notifying Party") having knowledge of such obligation shall notify the other Party and shall provide such other Party with its calculations of such obligation (as specified in Article II and Article III). The other Party, within 14 days after receiving the Notifying Party's calculations, shall submit to the Notifying Party such other Party's calculations of the amount required to be paid pursuant to this Section 3.5, showing such calculations in sufficient detail so as to permit the Notifying Party to understand the calculations. The Indemnifying Party shall pay the Indemnitee, no later than the later of 5 days prior to the due date (including extensions) of the relevant Tax Returns and 14 days after the Notifying Party receives the other Party's calculations, the amount for which the Indemnifying Party is required to pay or indemnify the Indemnitee under this Section 3.5. The Indemnifying Party shall have the right to disagree with the Indemnitee's calculations. Any dispute regarding such calculations shall be resolved in accordance with Section 5.4 of this Agreement. (ii) . All indemnity payments shall be calculated on a pre-Tax basis and shall be treated as contributions to capital and/or reductions of assets previously contributed and/or dividends immediately prior to the Distribution.

Appears in 1 contract

Samples: Tax Allocation Agreement (Ims Health Inc)

Indemnity Payments. (i) To the extent that one Party (the "Indemnifying Party") owes money to another Party (the "Indemnitee") pursuant to this Section 3.5, the Party (the "Notifying Party") having knowledge of such obligation shall notify the other Party and shall provide such other Party with its calculations of such obligation (as specified in Article II and Article III). The other Party, within 14 days after receiving the Notifying Party's calculations, shall submit to the Notifying Party such other Party's calculations of the amount required to be paid pursuant to this Section 3.5, showing such calculations in sufficient detail so as to permit the Notifying Party to understand the calculations. The Indemnifying Party shall pay the Indemnitee, no later than the later of 5 days prior to the due date (including extensions) of the relevant Tax Returns and 14 days after the Notifying Party receives the other Party's calculations, the amount for which the Indemnifying Party is required to pay or indemnify the Indemnitee under this Section 3.5. The Indemnifying Party shall have the right to disagree with the Indemnitee's calculations. Any dispute regarding such calculations shall be resolved in accordance with Section 5.4 of this Agreement. (ii) All indemnity payments shall be calculated on a pre-Tax basis and shall be treated as contributions to capital and/or reductions of assets previously contributed and/or dividends immediately prior to the Distribution.

Appears in 1 contract

Samples: Tax Allocation Agreement (Nielsen Media Research Inc)

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Indemnity Payments. (i) To the extent that one Party (the "Indemnifying Party") owes money to another Party (the "Indemnitee") pursuant to this Section 3.5, the Party (the "Notifying Party") having knowledge of such obligation shall notify the other Party and shall provide such other Party with its calculations of such obligation (as specified in Article II I and Article III). The other Party, within 14 days after receiving the Notifying Party's calculations, shall submit to the Notifying Party such other Party's calculations of the amount required to be paid pursuant to this Section 3.5, showing such calculations in sufficient detail so as to permit the Notifying Party to understand the calculations. The Indemnifying Party shall pay the Indemnitee, no later than the later of 5 days prior to the due date (including extensions) of the relevant Tax Returns and 14 days after the Notifying Party receives the other Party's calculations, the amount for which the Indemnifying Party is required to pay or indemnify the Indemnitee under this Section 3.5. The Indemnifying Party shall have the right to disagree with the Indemnitee's calculations. Any dispute regarding such calculations shall be resolved in accordance with Section 5.4 of this Agreement. (ii) All indemnity payments shall be calculated on a pre-Tax basis and shall be treated as contributions to capital and/or dividends immediately prior to the Distribution.

Appears in 1 contract

Samples: Tax Allocation Agreement (Synavant Inc)

Indemnity Payments. (i) To the extent that one Party party (the "Indemnifying Party") owes money to another Party party (the "Indemnitee") pursuant to this Section 3.53.6, the Party (the "Notifying Party") having knowledge of such obligation shall notify the other Party and shall provide such other Party with its calculations of such obligation (as specified in Article II and Article III). The other PartyIndemnitee shall, within 14 days after 13 13 receiving the Notifying Indemnifying Party's calculationscalculations (as specified in Sections 3.1(b), shall 3.1(c) and 3.1(d)), submit to the Notifying Indemnifying Party such other Partythe Indemnitee's calculations of the amount required to be paid pursuant to this Section 3.53.6, showing such calculations in sufficient detail so as to permit the Notifying Indemnifying Party to understand the calculations. The Indemnifying Party shall pay the Indemnitee, no later than the later of 5 30 days prior to the due date (including extensions) of the relevant Tax Returns and or 14 days after the Notifying Indemnifying Party receives the other PartyIndemnitee's calculations, the amount for which the Indemnifying Party is required to pay or indemnify the Indemnitee under this Section 3.53.6. The Indemnifying Party shall have the right to disagree with the Indemnitee's calculations. Any dispute regarding such calculations shall be resolved in accordance with Section 5.4 of this Agreement. (ii) All indemnity payments shall be calculated on a pre-Tax basis and shall be treated as contributions to capital and/or dividends immediately prior to the Distribution.

Appears in 1 contract

Samples: Tax Allocation Agreement (Acnielsen Corp)

Indemnity Payments. (i) To the extent that one Party (the "Indemnifying Party") owes money to another Party (the "Indemnitee") pursuant to this Section 3.53.6, the Party (the "Notifying Party") having knowledge of such obligation shall notify the other Party and shall provide such other Party with its calculations of such obligation (as specified in Article II and Article IIIherein). The other Party, within 14 days after receiving the Notifying Party's calculations, shall submit to the Notifying Party such other Party's calculations of the amount required to be paid pursuant to this Section 3.53.6, showing such calculations in sufficient detail so as to permit the Notifying Party to understand the calculations. The Indemnifying Party shall pay the Indemnitee, no later than the later of 5 days prior to the due date (including extensions) of the relevant Tax Returns and 14 days after the Notifying Party receives the other Party's calculations, the amount for which the Indemnifying Party is required to pay or indemnify the Indemnitee under this Section 3.53.6. The Indemnifying Party shall have the right to disagree with the Indemnitee's calculations. Any dispute regarding such calculations shall be resolved in accordance with Section 5.4 of this Agreement. (ii) All indemnity payments shall be calculated on a pre-Tax basis and shall be treated as contributions to capital and/or dividends immediately prior to the Distribution.

Appears in 1 contract

Samples: Tax Allocation Agreement (Ims Health Inc)

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