Common use of Liability for Foreign Taxes Clause in Contracts

Liability for Foreign Taxes. (i) Except in respect of (A) the Foreign Transfer Taxes described in subparagraph (c) below, and (B) any Foreign Taxes with respect to the (I) U.K. Restructuring, (II) Brazilian Restructuring, (III) Mexican Restructuring, (IV) Argentinean/Chilean Restructuring, or (V) Canadian Restructuring, as described in Article II of the Plan of Reorganization, or (VI) the pre-Distribution Date transactions listed on the attached Schedule A. Energizer shall be liable for, shall indemnify and hold the Xxxxxxx Group and the Xxxxxxx Foreign Affiliates harmless against, and shall make payment of all Foreign Taxes attributable to the Battery Business and any Former Battery Business, for any and all Tax periods commencing before, on, or after the Distribution Date, including any Foreign Taxes attributable to the Battery Business and the Former Battery Business conducted by any Joint Foreign Affiliate and including any such liabilities resulting from an Audit or other adjustment to previously filed Tax Returns. Other than refunds of the Foreign Transfer Taxes and Foreign Taxes with respect to the Restructurings, described in (A) and (B) above, Energizer shall be entitled to any refund of Foreign Taxes attributable to the Battery Business and any Former Battery Business for any such Tax periods, including any Foreign Taxes attributable to the Battery Business and any Former Battery Business conducted by any Joint Foreign Affiliate. The allocation of any such Foreign Taxes between or among the Xxxxxxx Business, the Battery Business, the Former Xxxxxxx Business or any Former Battery Business of a Joint Foreign Affiliate shall be determined in accordance with the books and records of Xxxxxxx, any Xxxxxxx Foreign Affiliate and any Joint Foreign Affiliate, as though the Battery Business or Former Battery Business were deemed to have been conducted as the sole business of such Joint Foreign Affiliate. (ii) Xxxxxxx shall be liable for, shall indemnify and hold the Energizer Group and the Energizer Foreign Affiliates harmless against, and shall make payments of, all (A) Foreign Taxes owed by any Xxxxxxx Businesses and Former Xxxxxxx Businesses, for any and all Tax periods commencing before, on, or after the Distribution Date, including any such Foreign Taxes attributable to the Xxxxxxx Businesses or the Former Xxxxxxx Businesses conducted by any Joint Foreign Affiliate prior to the Distribution Date, and including any such liabilities resulting from an Audit or other adjustment to previously filed Tax Returns and (B) any Foreign Taxes with respect to the Restructurings. Xxxxxxx shall be entitled to any refund of such Foreign Taxes for any Tax period. The allocation of any such Foreign Taxes between or among the Xxxxxxx Businesses, the Battery Business, any Former Xxxxxxx Businesses or any Former Battery Businesses of a Joint Foreign Affiliate shall be determined in accordance with the books and records of Xxxxxxx, any Xxxxxxx Foreign Affiliate and any Joint Foreign Affiliate, as may be appropriate, as though the Battery Business or Former Battery Business were deemed to have been conducted as the sole business of such Joint Foreign Affiliate. (iii) If, in accordance with this Article III 1(b), either Xxxxxxx or Energizer is liable for any portion of the Foreign Taxes payable in connection with any Foreign Tax Return to be filed by the other, the party responsible for filing such Return (the "Preparer") shall prepare and deliver to the other party (the "Payor") a copy of such return and any schedules, work papers and other documentation then available that are relevant to the preparation of the portion of such return for which the Payor is or may be liable hereunder not later than the earlier of (A) twenty (20) days prior to the due date for such Tax Return (including applicable extensions) (the "Due Date"), or (B) the date the information is available in the normal course of business. The Preparer shall not file such return until the earlier of either the receipt of written notice from the Payor indicating the Payor's consent thereto, or five (5) days prior to the Due Date to ensure timely receipt of the return by the taxing jurisdiction. The Payor shall have the option of providing to the Preparer, at any time at least ten (10) days prior to the Due Date, written instructions as to how the Payor wants any, or all, of the items for which it may be liable in full reflected on such Tax Return. Failure by the Payor to give written instructions at least ten (10) days prior to the Due Date shall constitute a waiver by the Payor of its right to provide instructions, to the extent such failure is prejudicial to the Preparer. The Preparer shall, in preparing such Return, cause the items for which the Payor is liable hereunder to be reflected in accordance with the Payor's instructions unless the Preparer determines that such manner of reporting is in contravention of applicable law. In the absence of having received instructions from Payor, such items shall be reported in the manner determined by the Preparer, which is not in contravention of applicable law, and consistent with historic business practices, as applicable. The Payor shall timely pay the Preparer an amount equal to the Foreign Taxes for which it is liable consistent with the Return, and in accordance with Article VI 3 hereof.

Liability for Foreign Taxes. (i) Except in respect of Subject to (A) the Foreign Transfer Taxes described in subparagraph (c) below, and (B) any Foreign Taxes with respect to the (I) U.K. Restructuring, (II) Brazilian Restructuring, (III) Mexican Restructuring, (IV) Argentinean/Chilean Restructuring, or (V) Canadian Restructuring, as Italian Usufruct transaction described in Article II of the Plan of ReorganizationAgreement between Xxxxxxx Purina International, or (VI) the pre-Distribution Date transactions listed on the attached Schedule A. Energizer Inc. and Fiduciaria Shearson Xxxxxx Brothers, SpA, dated December 4, 1989, Agribrands shall be liable for, shall indemnify and hold the Xxxxxxx Group and the Xxxxxxx Foreign Affiliates harmless against, and shall make payment of of, all Foreign Taxes attributable to the Battery Business and any Former Battery Business, for any and all Tax periods commencing before, on, or after the Distribution Date, including any Foreign Taxes attributable to the Battery Business and the Former Battery Business conducted by any Joint Foreign Affiliate and including any such liabilities resulting from an Audit or other adjustment to previously filed Tax Returns. Other than refunds of the Foreign Transfer Taxes and Foreign Taxes with respect to the Restructurings, described in (A) and (B) above, Energizer shall be entitled to any refund of Foreign Taxes attributable to the Battery Business and any Former Battery Business for any such Tax periods, including any Foreign Taxes attributable to the Battery Business and any Former Battery Business conducted by any Joint Foreign Affiliate. The allocation of any such Foreign Taxes between or among the Xxxxxxx Business, the Battery Business, the Former Xxxxxxx Business or any Former Battery Business of a Joint Foreign Affiliate shall be determined in accordance with the books and records of Xxxxxxx, any Xxxxxxx Foreign Affiliate and any Joint Foreign Affiliate, as though the Battery Business or Former Battery Business were deemed to have been conducted as the sole business of such Joint Foreign Affiliate. (ii) Xxxxxxx shall be liable for, shall indemnify and hold the Energizer Group and the Energizer Foreign Affiliates harmless against, and shall make payments of, all (A) Foreign Taxes owed by any Xxxxxxx Businesses Agribusiness and Former Xxxxxxx BusinessesAgribusiness, for any and all Tax periods commencing before, on, or after the Distribution Date, including any such liabilities resulting from an Audit or other adjustment to previously filed Tax Returns. Agribrands shall be entitled to any refund of such Foreign Taxes attributable to for any such Tax period. The allocation of any such Foreign Taxes among the Xxxxxxx Businesses or Business, the Agribusiness, the Former Xxxxxxx Businesses Business or any Former Agribusiness, currently or formerly conducted by a single Xxxxxxx Foreign Affiliate, shall be determined in accordance with the books and records of Xxxxxxx and the Xxxxxxx Foreign Affiliate, as though the Agribusiness or Former Agribusiness were deemed to have been conducted as the sole business of a single Foreign Affiliate. (ii) Xxxxxxx shall be liable for, shall hold the Agribrands Group and the Agribrands Foreign Affiliates harmless against, and shall make payments of, all Foreign Taxes owed by any Joint Foreign Affiliate prior to Xxxxxxx Businesses and Former Xxxxxxx Business, for any and all Tax Periods commencing before, on, or after the Distribution Date, and including any such liabilities resulting from an Audit or other adjustment to previously filed Tax Returns and (B) any Foreign Taxes with respect to the RestructuringsReturns. Xxxxxxx shall be entitled to any refund of such Foreign Taxes for any Tax period. The allocation of any such Foreign Taxes between or among the Xxxxxxx BusinessesBusinesses and the Agribusiness, the Battery Former Xxxxxxx Business, any Former Xxxxxxx Businesses or any Former Battery Businesses of Agribusiness conducted by a Joint single Xxxxxxx Foreign Affiliate shall be determined in accordance with the books and records of Xxxxxxx, any Xxxxxxx Foreign Affiliate and any Joint the Xxxxxxx Foreign Affiliate, as may be appropriate, as though the Battery Business Agribusiness or Former Battery Business Agribusiness were deemed to have been conducted as the sole business of such Joint a single Foreign Affiliate. (iii) If, in accordance with this Article III 1(b), hereof, either Xxxxxxx or Energizer Agribrands is liable for any portion of the Foreign Taxes payable in connection with any Foreign Tax Return to be filed by the other, the party responsible for filing such Return (the "Preparer") shall prepare and deliver to the other party (the "Payor") a copy of such return and any schedules, work papers and other documentation then available that are relevant to the preparation of the portion of such return for which the Payor is or may be liable hereunder not later than the earlier of (A) twenty (20) days prior to the due date for such Tax Return (including applicable extensions) (the "Due Date"), ) or (B) the date when the information is available in the normal course of business. The Preparer shall not file such return until the earlier of either the receipt of written notice from the Payor indicating the Payor's consent thereto, or five (5) days prior to the Due Date to ensure timely receipt of the return by the taxing jurisdiction. The Payor shall have the option of providing to the Preparer, at any time at least ten (10) days prior to the Due Date, written instructions as to how the Payor wants any, or all, of the items for which it may be liable in full reflected on such Tax Return. Failure by the Payor to give written instructions at least ten (10) days prior to the Due Date shall constitute a waiver by the Payor of its right to provide instructions, to the extent such failure is prejudicial to the Preparer. The Preparer shall, in preparing such Return, cause the items for which the Payor is liable hereunder to be reflected in accordance with the Payor's instructions unless the Preparer determines that such manner of reporting is in contravention of applicable law. In the absence of having received instructions from Payor, such items shall be reported in the manner determined by the Preparer, which is not in contravention of applicable law, and consistent with historic business practices, as applicable. The Payor shall timely pay the Preparer an amount equal to the Foreign Taxes for which it is liable consistent with the Return, and in accordance with Article VI 3 hereof.

Liability for Foreign Taxes. (i) Except in respect of Subject to (A) the Foreign Transfer Taxes described in subparagraph (c) below, and (B) any Foreign Taxes with respect to the (I) U.K. Restructuring, (II) Brazilian Restructuring, (III) Mexican Restructuring, (IV) Argentinean/Chilean Restructuring, or (V) Canadian Restructuring, as described in Article II of the Plan of Reorganization, or (VI) any other sale, liquidation, transfer, exchange, merger, or other similar restructuring transaction initiated by Xxxxxxx, which resulted in the pre-diminution of any Domestic Taxes for any Tax periods ending prior to the Distribution Date transactions listed on (the attached Schedule A. "Restructurings"), Energizer shall be liable for, shall indemnify and hold the Xxxxxxx Group and the Xxxxxxx Foreign Affiliates harmless against, and shall make payment of all Foreign Taxes attributable to the Battery Business and any Former Battery Business, for any and all Tax periods commencing before, on, or after the Distribution Date, including any Foreign Taxes attributable to the Battery Business and the Former Battery Business conducted by any Joint Foreign Affiliate and including any such liabilities resulting from an Audit or other adjustment to previously filed Tax Returns. Other than refunds of the Foreign Transfer Taxes and Foreign Taxes with respect to the Restructurings, described in (A) and (B) above, Energizer shall be entitled to any refund of Foreign Taxes attributable to the Battery Business and any Former Battery Business for any such Tax periods, including any Foreign Taxes attributable to the Battery Business and any Former Battery Business conducted by any Joint Foreign Affiliate. The allocation of any such Foreign Taxes between or among the Xxxxxxx Business, the Battery Business, the Former Xxxxxxx Business or any Former Battery Business of Business, currently or formerly conducted by a Joint single Xxxxxxx Foreign Affiliate Affiliate, shall be determined in accordance with the books and records of Xxxxxxx, any Xxxxxxx Foreign Affiliate and any Joint the Xxxxxxx Foreign Affiliate, as though the Battery Business or Former Battery Business were deemed to have been conducted as the sole business of such Joint a single Foreign Affiliate, and the Xxxxxxx Business or Former Xxxxxxx Business were deemed to have been conducted as the sole business of a single Foreign Affiliate. (ii) Xxxxxxx shall be liable for, shall indemnify and hold the Energizer Group and the Energizer Foreign Affiliates harmless against, and shall make payments of, all (A) Foreign Taxes owed by any Xxxxxxx Businesses and Former Xxxxxxx BusinessesBusiness, for any and all Tax periods commencing before, on, or after the Distribution Date, including any such Foreign Taxes attributable to the Xxxxxxx Businesses or the Former Xxxxxxx Businesses conducted by any Joint Foreign Affiliate prior to the Distribution Date, and including any such liabilities resulting from an Audit or other adjustment to previously filed Tax Returns and (B) any Foreign Taxes with respect to the Restructurings. Xxxxxxx shall be entitled to any refund of such Foreign Taxes for any Tax period. The allocation of any such Foreign Taxes between or among the Xxxxxxx Businesses, Businesses and the Battery Business, any the Former Xxxxxxx Businesses Business, or any Former Battery Businesses of Business conducted by a Joint single Xxxxxxx Foreign Affiliate shall be determined in accordance with the books and records of Xxxxxxx, any Xxxxxxx and the Xxxxxxx Foreign Affiliate and any Joint Foreign Affiliate, as may be appropriate, as though the Battery Business or Former Battery Business were deemed to have been conducted as the sole business of such Joint a single Foreign Affiliate. (iii) If, in accordance with this Article III 1(b), either Xxxxxxx or Energizer is liable for any portion of the Foreign Taxes payable in connection with any Foreign Tax Return to be filed by the other, the party responsible for filing such Return (the "Preparer") shall prepare and deliver to the other party (the "Payor") a copy of such return and any schedules, work papers and other documentation then available that are relevant to the preparation of the portion of such return for which the Payor is or may be liable hereunder not later than the earlier of (A) twenty (20) days prior to the due date for such Tax Return (including applicable extensions) (the "Due Date"), or (B) the date the information is available in the normal course of business. The Preparer shall not file such return until the earlier of either the receipt of written notice from the Payor indicating the Payor's consent thereto, or five (5) days prior to the Due Date to ensure timely receipt of the return by the taxing jurisdiction. The Payor shall have the option of providing to the Preparer, at any time at least ten (10) days prior to the Due Date, written instructions as to how the Payor wants any, or all, of the items for which it may be liable in full reflected on such Tax Return. Failure by the Payor to give written instructions at least ten (10) days prior to the Due Date shall constitute a waiver by the Payor of its right to provide instructions, to the extent such failure is prejudicial to the Preparer. The Preparer shall, in preparing such Return, cause the items for which the Payor is liable hereunder to be reflected in accordance with the Payor's instructions unless the Preparer determines that such manner of reporting is in contravention of applicable law. In the absence of having received instructions from Payor, such items shall be reported in the manner determined by the Preparer, which is not in contravention of applicable law, and consistent with historic business practices, as applicable. The Payor shall timely pay the Preparer an amount equal to the Foreign Taxes for which it is liable consistent with the Return, and in accordance with Article VI 3 hereof.