Payment of Taxes at Year-End. (i) Within thirty (30) days after the date the IDT Consolidated Group's Federal Tax return is filed, IDT shall make available to Net2Phone a pro forma Federal Tax return (a "Pro Forma Federal Return") of the Net2Phone Group reflecting the Net2Phone Federal Tax Liability. Within thirty (30) days after the date the last Combined Tax return is filed for the fiscal year to which such returns relate, IDT shall make available to Net2Phone the relevant pro forma Combined Tax returns (each a "Pro Forma Combined Tax Return" and together with the Pro Forma Federal Returns, the "Pro Forma Returns") of the Net2Phone Group reflecting the relevant Net2Phone Combined Tax Liability. The Pro Forma Returns shall be prepared in good faith in a manner generally consistent with past practice. (ii) Within ten (10) days of the receipt by Net2Phone of a Pro Forma Federal Return, Net2Phone shall pay to IDT, or IDT shall pay to Net2Phone, as appropriate, an amount equal to the difference, if any, between the Net2Phone Federal Tax Liability reflected on the Pro Forma Federal Return for such year and the aggregate amount of the estimated installments of the Net2Phone Federal Tax Liability for such year made pursuant to Section 2.1(b). Within ten (10) days of the receipt of the Pro Form Combined Tax Returns, Net2Phone shall pay to IDT, or IDT shall pay to Net2Phone, as appropriate, an amount equal to the difference, if any, between the Net2Phone Combined Tax Liability reflected on the relevant Pro Forma Combined Tax Returns and the aggregate amount of the estimated installments paid with respect to the corresponding Net2Phone Combined Tax Liability pursuant to Section 2.1(b). (iii) If, under applicable law and consistent with this Agreement, the IDT Sub-Group avails itself of a Tax Asset of the Net2Phone Group, IDT shall pay to Net2Phone an amount equal to the Income Tax Benefit attributable to such Tax Asset, if and when Actually Realized by IDT. The parties agree that all net operating losses and net capital losses of the IDT Group shall be taken into account by IDT in the order in which such net operating losses and net capital losses have arisen; all other Tax Assets of the Net2Phone Group shall be taken into account by IDT in the above- described manner, subject, however, to the ordering rules then in effect under the Code. (iv) In the event that IDT makes a cash deposit with a taxing authority in order to stop the running of interest or makes a payment of tax and correspondingly takes action to recoup such payment (such as suing for a refund), Net2Phone shall pay to IDT, within ten (10) days (i) of the date such cash deposit is made by IDT or (ii) if later, of the date of delivery of a written request for such payment under this Section 2.1(c)(iv), an amount equal to Net2Phone's share of the amount so deposited or paid (calculated in a manner consistent with the determinations provided in this Article 2). Upon receipt by IDT of a refund of any amounts paid by it in respect of which Net2Phone shall have advanced an amount hereunder, IDT shall pay to Net2Phone the amount of such refund, together with any interest received by it on such refund, within ten (10) days of the receipt of such refund. If and to the extent that any claim for refund or contest based thereupon shall be unsuccessful, the payment by Net2Phone under this Section 2.1(c)(iv) may be credited by IDT toward any of Net2Phone's obligations under this Section 2.1.
Appears in 2 contracts
Samples: Tax Sharing and Indemnification Agreement (Idt Corp), Tax Sharing and Indemnification Agreement (Net2phone Inc)
Payment of Taxes at Year-End. (i) Within thirty (30) days after the date the IDT ABI Consolidated Group's Federal Tax return is filed, IDT ABI shall make available to Net2Phone APP a pro forma Federal Tax return (a "Pro Forma Federal Return") of the Net2Phone APP Group reflecting the Net2Phone APP Federal Tax Liability. Within thirty (30) days after the date the last Combined Tax return is filed for the fiscal year to which such returns relate, IDT ABI shall make available to Net2Phone APP the relevant pro forma Combined Tax returns (each a "Pro Forma Combined Tax Return" and together with the Pro Forma Federal Returns, the "Pro Forma Returns") of the Net2Phone APP Group reflecting the relevant Net2Phone APP Combined Tax Liability. The Pro Forma Returns shall be prepared in good faith in a manner generally consistent with past practice.
(ii) Within ten (10) days of the receipt by Net2Phone APP of a Pro Forma Federal Return, Net2Phone APP shall pay to IDTABI, or IDT ABI shall pay to Net2PhoneAPP, as appropriate, an amount equal to the difference, if any, between the Net2Phone APP Federal Tax Liability reflected on the Pro Forma Federal Return for such year and the aggregate amount of the estimated installments of the Net2Phone APP Federal Tax Liability for such year made pursuant to Section 2.1(b). Within ten (10) days of the receipt of the Pro Form Combined Tax Returns, Net2Phone APP shall pay to IDTABI, or IDT ABI shall pay to Net2PhoneAPP, as appropriate, an amount equal to the difference, if any, between the Net2Phone APP Combined Tax Liability reflected on the relevant Pro Forma Combined Tax Returns and the aggregate amount of the estimated installments paid with respect to the corresponding Net2Phone APP Combined Tax Liability pursuant to Section 2.1(b).
(iii) If, under applicable law and consistent with this Agreement, the IDT ABI Sub-Group avails itself of a Tax Asset of the Net2Phone APP Group, IDT ABI shall pay to Net2Phone APP an amount equal to the Income Tax Benefit attributable to such Tax Asset, if and when Actually Realized by IDTABI. The parties agree that all net operating losses and net capital losses of the IDT ABI Consolidated Group shall be taken into account by IDT ABI in the order in which such net operating losses and net capital losses have arisen; all other Tax Assets of the Net2Phone APP Group shall be taken into account by IDT ABI in the above- above-described manner, subject, however, to the ordering rules then in effect under the Code.
(iv) In the event that IDT ABI makes a cash deposit with a taxing authority in order to stop the running of interest or makes a payment of tax and correspondingly takes action to recoup such payment (such as suing for a refund), Net2Phone APP shall pay to IDTABI, within ten (10) days (i) of the date such cash deposit is made by IDT ABI or (ii) if later, of the date of delivery of a written request for such payment under this Section 2.1(c)(iv), an amount equal to Net2PhoneAPP's share of the amount so deposited or paid (calculated in a manner consistent with the determinations provided in this Article 2). Upon receipt by IDT ABI of a refund of any amounts paid by it in respect of which Net2Phone APP shall have advanced an amount hereunder, IDT ABI shall pay to Net2Phone APP the amount of such refund, together with any interest received by it on such refund, within ten (10) days of the receipt of such refund. If and to the extent that any claim for refund or contest based thereupon shall be unsuccessful, the payment by Net2Phone APP under this Section 2.1(c)(iv) may be credited by IDT ABI toward any of Net2PhoneAPP's obligations under this Section 2.1.
Appears in 1 contract
Samples: Tax Sharing and Indemnification Agreement (American Pharmaceutical Partners Inc /Ca/)
Payment of Taxes at Year-End. (i) Within thirty (30) Not later than 5 days after the due date the IDT (including all applicable and valid extensions) for The Limited Consolidated Group's consolidated Federal Tax return is filedreturn, IDT The Limited shall make available deliver to Net2Phone Abercrombie & Fitch a pro forma Federal Tax return (a "Pro Forma Federal Return") of the Net2Phone Abercrombie & Fitch Group reflecting the Net2Phone Abercrombie & Fitch Federal Tax Liability. Within thirty (30) Not later than 30 days after the due date the last for each Combined State Tax return is filed for the fiscal year return, The Limited shall deliver to which such returns relate, IDT shall make available to Net2Phone Abercrombie & Fitch the relevant pro forma Combined State Tax returns return (each a "Pro Forma Combined Tax State Return" and together with the Pro Forma Federal ReturnsReturn, the "Pro Forma Returns") of the Net2Phone Abercrombie & Fitch Group reflecting the relevant Net2Phone Abercrombie & Fitch Combined State Tax Liability. The Pro Forma Returns shall be prepared in good faith in a manner generally consistent with past practice. Each Pro Forma Return shall be delivered together with a statement showing a calculation of the amount to be paid pursuant to section (3)(c)(ii) below.
(ii) Within ten (10) Not later than 15 days of after the receipt by Net2Phone of a each Pro Forma Federal Return, Net2Phone Abercrombie & Fitch shall pay to IDTThe Limited, or IDT The Limited shall pay to Net2PhoneAbercrombie & Fitch, as appropriate, an amount equal to the difference, if any, between the Net2Phone Abercrombie & Fitch Federal Tax Liability or the Abercrombie & Fitch Combined State Tax Liability, as the case may be, reflected on the such Pro Forma Federal Return for such year and the aggregate amount of the estimated installments of the Net2Phone Federal Tax Liability for such year made pursuant to Section 2.1(b). Within ten (10) days of the receipt of the Pro Form Combined Tax Returns, Net2Phone shall pay to IDT, or IDT shall pay to Net2Phone, as appropriate, an amount equal to the difference, if any, between the Net2Phone Combined Tax Liability reflected on the relevant Pro Forma Combined Tax Returns period and the aggregate amount of the estimated installments paid with respect to the corresponding Net2Phone Combined Tax Liability thereto pursuant to Section 2.1(b3(b).
(iii) If, If a Pro Forma Return reflects a Tax Asset that may under applicable law and consistent with this Agreementbe used to reduce a Federal Tax or Combined State Tax liability of any member of The Limited Group for any taxable period, the IDT Sub-Group avails itself of a Tax Asset of the Net2Phone Group, IDT The Limited shall pay to Net2Phone Abercrombie & Fitch an amount equal to the Income Tax Benefit attributable to actual tax saving (which would include refunds actually received) produced by such Tax Asset, if Asset at the time such Tax saving is realized and when Actually Realized by IDT. The parties agree that all net operating losses and net capital losses the future Pro Forma Returns of the IDT Abercrombie & Fitch Group shall be taken into account by IDT in the order in which adjusted to reflect such net operating losses and net capital losses have arisen; all other Tax Assets use. The amount of the Net2Phone Group any such tax saving for any taxable period shall be taken into account by IDT in the above- described manner, subject, however, to the ordering rules then in effect under the Code.
(iv) In the event that IDT makes a cash deposit with a taxing authority in order to stop the running of interest or makes a payment of tax and correspondingly takes action to recoup such payment (such as suing for a refund), Net2Phone shall pay to IDT, within ten (10) days (i) of the date such cash deposit is made by IDT or (ii) if later, of the date of delivery of a written request for such payment under this Section 2.1(c)(iv), an amount equal to Net2Phone's share of the amount so deposited or paid (calculated in a manner consistent with the determinations provided in this Article 2). Upon receipt by IDT of a refund of any amounts paid by it in respect of which Net2Phone shall have advanced an amount hereunder, IDT shall pay to Net2Phone the amount of such refund, together with any interest received by it on such refund, within ten (10) days of the receipt of such refund. If and to the extent that any claim for refund or contest based thereupon shall be unsuccessful, the payment by Net2Phone under this Section 2.1(c)(iv) may be credited by IDT toward any of Net2Phone's obligations under this Section 2.1.reduction in taxes payable
Appears in 1 contract
Samples: Tax Disaffiliation Agreement (Abercrombie & Fitch Co /De/)
Payment of Taxes at Year-End. (i) Within thirty (30) Not later than 5 days after the due date the IDT (including all applicable and valid extensions) for The Limited Consolidated Group's consolidated Federal Tax return is filedreturn, IDT The Limited shall make available deliver to Net2Phone Abercrombie & Fitch a pro forma Federal Tax return (a "Pro Forma Federal Return") of the Net2Phone Abercrombie & Fitch Group reflecting the Net2Phone Abercrombie & Fitch Federal Tax Liability. Within thirty (30) Not later than 30 days after the due date the last for each Combined State Tax return is filed for the fiscal year return, The Limited shall deliver to which such returns relate, IDT shall make available to Net2Phone Abercrombie & Fitch the relevant pro forma Combined State Tax returns return (each a "Pro Forma Combined Tax State Return" and together with the Pro Forma Federal ReturnsReturn, the "Pro Forma Returns") of the Net2Phone Abercrombie & Fitch Group reflecting the relevant Net2Phone Abercrombie & Fitch Combined State Tax Liability. The Pro Forma Returns shall be prepared in good faith in a manner generally consistent with past practice. Each Pro Forma Return shall be delivered together with a statement showing a calculation of the amount to be paid pursuant to section (3)(c)(ii) below.
(ii) Within ten (10) Not later than 15 days of after the receipt by Net2Phone of a each Pro Forma Federal Return, Net2Phone Abercrombie & Fitch shall pay to IDTThe Limited, or IDT The Limited shall pay to Net2PhoneAbercrombie & Fitch, as appropriate, an amount equal to the difference, if any, between the Net2Phone Abercrombie & Fitch Federal Tax Liability or the Abercrombie & Fitch Combined State Tax Liability, as the case may be, reflected on the such Pro Forma Federal Return for such year and the aggregate amount of the estimated installments of the Net2Phone Federal Tax Liability for such year made pursuant to Section 2.1(b). Within ten (10) days of the receipt of the Pro Form Combined Tax Returns, Net2Phone shall pay to IDT, or IDT shall pay to Net2Phone, as appropriate, an amount equal to the difference, if any, between the Net2Phone Combined Tax Liability reflected on the relevant Pro Forma Combined Tax Returns period and the aggregate amount of the estimated installments paid with respect to the corresponding Net2Phone Combined Tax Liability thereto pursuant to Section 2.1(b3(b).
(iii) If, If a Pro Forma Return reflects a Tax Asset that may under applicable law and consistent with this Agreementbe used to reduce a Federal Tax or Combined State Tax liability of any member of The Limited Group for any taxable period, the IDT Sub-Group avails itself of a Tax Asset of the Net2Phone Group, IDT The Limited shall pay to Net2Phone Abercrombie & Fitch an amount equal to the Income actual tax saving (which would include refunds actually received) produced by such Tax Benefit attributable Asset at the time such Tax saving is realized and the future Pro Forma Returns of the Abercrombie & Fitch Group shall be adjusted to reflect such use. The amount of any such tax saving for any taxable period shall be the amount of the reduction in taxes payable to a taxing authority with respect to such tax period as compared to the taxes that would have been payable to a taxing authority with respect to such tax period in the absence of such Tax Asset, if and when Actually Realized by IDT. The parties agree that all net operating losses and net capital losses of the IDT Group shall be taken into account by IDT in the order in which such net operating losses and net capital losses have arisen; all other Tax Assets of the Net2Phone Group shall be taken into account by IDT in the above- described manner, subject, however, to the ordering rules then in effect under the Code.
(iv) In the event that IDT The Limited makes a cash deposit with a taxing authority in order to stop the running of interest or makes a payment of tax and correspondingly takes action to recoup such payment (such as suing for a refund), Net2Phone Abercrombie & Fitch shall pay to IDT, within ten (10) days (i) of the date such cash deposit is made by IDT or (ii) if later, of the date of delivery of a written request for such payment under this Section 2.1(c)(iv), The Limited an amount equal to Net2PhoneAbercrombie & Fitch's share of the amount so deposited or paid (calculated in a manner consistent with the determinations provided in this Article 2Section 3). Upon receipt by IDT The Limited of a refund of any amounts paid by it in respect of which Net2Phone Abercrombie & Fitch shall have advanced an amount hereunder, IDT The Limited shall pay to Net2Phone Abercrombie & Fitch the amount of such refund, together with any interest received by it on such refund, within ten (10) days of the receipt of such refund. If and to the extent that any claim for refund or contest based thereupon shall be unsuccessful, the payment by Net2Phone Abercrombie & Fitch under this Section 2.1(c)(iv3(c)(iv) may shall be credited by IDT toward any of Net2PhoneAbercrombie & Fitch's obligations under this Section 2.13(c)(iv) and any other payment obligation of Abercrombie & Fitch under Section 3(d) below.
Appears in 1 contract
Samples: Tax Disaffiliation Agreement (Abercrombie & Fitch Co /De/)
Payment of Taxes at Year-End. (a) No later than 45 calendar days before the Return Due Date for the Aetna Consolidated Group's consolidated Federal Tax return, Spinco shall deliver to Aetna a Tax Package of the Health Group relating to Federal Taxes for (i) Within thirty such taxable year, if such taxable year ends prior to the Distribution Date, or (30ii) the Pre-Distribution Stub Tax Period, if such taxable year includes the Distribution Date (the delivery date constituting the "FEDERAL TAX PACKAGE DELIVERY DATe"). No later than 30 calendar days after the date the IDT Consolidated Group's Federal Tax return is filedPackage Delivery Date, IDT Aetna shall make available deliver to Net2Phone Spinco a pro forma Federal statement showing a calculation of the amount to be paid pursuant to Section 3.04(b) below. No later than 45 calendar days before the Return Due Date for each Combined State Tax return return, Spinco shall deliver to Aetna a Tax Package of the Health Group relating to a Combined State Tax for (i) such taxable year, if such taxable year ends prior to the Distribution Date, or (ii) the Pre-Distribution Stub Tax Period, if such taxable year includes the Distribution Date (the delivery date constituting a "Pro Forma Federal ReturnCOMBINED STATE TAX PACKAGE DELIVERY DATe") ). No later than 20 calendar days after such Combined State Tax Package Delivery Date, Aetna shall deliver to Spinco a statement showing a calculation of the Net2Phone Group reflecting amount to be paid pursuant to Section 3.04(b) below. In the Net2Phone Federal Tax Liability. Within thirty (30event that Aetna and Spinco Jointly Agree that any timeframe set forth in this Section 3.04(a) days after the date the last Combined Tax return is filed for the fiscal year to which such returns relate, IDT shall make available to Net2Phone the relevant pro forma Combined Tax returns (each a "Pro Forma Combined Tax Return" and together with the Pro Forma Federal Returns, the "Pro Forma Returns") of the Net2Phone Group reflecting the relevant Net2Phone Combined Tax Liability. The Pro Forma Returns shall be prepared in good faith in a manner generally consistent with past practicemodified, this Section 3.04(a) shall be treated as having been satisfied to the extent such modified timeframe is complied with.
(iib) Within ten (10) days On or prior to the Return Due Date for the Return of the receipt by Net2Phone Aetna Consolidated Group to which a calculation described in Section 3.04(a), resulting from a Tax Package of a Pro Forma Federal Returnthe Health Group, Net2Phone relates, Spinco shall pay to IDTAetna, or IDT Aetna shall pay to Net2PhoneSpinco, as appropriate, an amount equal to the difference, if any, between (i) the Net2Phone Health Federal Tax Liability or the Health Combined State Tax Liability, as the case may be, reflected on the Pro Forma Federal Return by such calculation for such year tax period, and (ii) the aggregate amount of the estimated installments of the Net2Phone Federal Tax Liability for such year made pursuant to Section 2.1(b). Within ten (10A) days of the receipt of the Pro Form Combined Tax Returns, Net2Phone shall pay to IDT, or IDT shall pay to Net2Phone, as appropriate, an amount equal to the difference, if any, between the Net2Phone Combined Tax Liability reflected on the relevant Pro Forma Combined Tax Returns and the aggregate amount of the estimated installments paid with respect thereto pursuant to (or in accordance with the principles of) Section 3.02, and (B) payments made pursuant to (or in accordance with the principles of) Section 3.03. (c) Spinco shall be permitted to invoke the dispute resolution procedures under Section 10.09 with respect to the corresponding Net2Phone Combined Tax Liability pursuant to manner in which Aetna has discharged its obligations under Section 2.1(b3.04(a).
(iii) If, under applicable law and consistent with this Agreement, the IDT Sub-Group avails itself of a Tax Asset of the Net2Phone Group, IDT shall pay to Net2Phone an amount equal to the Income Tax Benefit attributable to such Tax Asset, if and when Actually Realized by IDT. The parties agree that all net operating losses and net capital losses of the IDT Group shall be taken into account by IDT in the order in which such net operating losses and net capital losses have arisen; all other Tax Assets of the Net2Phone Group shall be taken into account by IDT in the above- described manner, subject, however, to the ordering rules then in effect under the Code.
(iv) In the event that IDT makes a cash deposit with a taxing authority in order to stop the running of interest or makes a payment of tax and correspondingly takes action to recoup such payment (such as suing for a refund), Net2Phone shall pay to IDT, within ten (10) days (i) of the date such cash deposit is made by IDT or (ii) if later, of the date of delivery of a written request for such payment under this Section 2.1(c)(iv), an amount equal to Net2Phone's share of the amount so deposited or paid (calculated in a manner consistent with the determinations provided in this Article 2). Upon receipt by IDT of a refund of any amounts paid by it in respect of which Net2Phone shall have advanced an amount hereunder, IDT shall pay to Net2Phone the amount of such refund, together with any interest received by it on such refund, within ten (10) days of the receipt of such refund. If and to the extent that any claim for refund or contest based thereupon shall be unsuccessful, the payment by Net2Phone under this Section 2.1(c)(iv) may be credited by IDT toward any of Net2Phone's obligations under this Section 2.1.
Appears in 1 contract
Samples: Tax Sharing Agreement (Aetna Life Insurance & Annuity Co /Ct)
Payment of Taxes at Year-End. (a) No later than 45 calendar days before the Return Due Date for the Aetna Consolidated Group's consolidated Federal Tax return, Spinco shall deliver to Aetna a Tax Package of the Health Group relating to Federal Taxes for (i) Within thirty such taxable year, if such taxable year ends prior to the Distribution Date, or (30ii) the Pre-Distribution Stub Tax Period, if such taxable year includes the Distribution Date (the delivery date constituting the "Federal Tax Package Delivery Date"). No later than 30 calendar days after the date the IDT Consolidated Group's Federal Tax return is filedPackage Delivery Date, IDT Aetna shall make available deliver to Net2Phone Spinco a pro forma Federal statement showing a calculation of the amount to be paid pursuant to Section 3.04(b) below. No later than 45 calendar days before the Return Due Date for each Combined State Tax return return, Spinco shall deliver to Aetna a Tax Package of the Health Group relating to a Combined State Tax for (i) such taxable year, if such taxable year ends prior to the Distribution Date, or (ii) the Pre-Distribution Stub Tax Period, if such taxable year includes the Distribution Date (the delivery date constituting a "Pro Forma Federal ReturnCombined State Tax Package Delivery Date") ). No later than 20 calendar days after such Combined State Tax Package Delivery Date, Aetna shall deliver to Spinco a statement showing a calculation of the Net2Phone Group reflecting amount to be paid pursuant to Section 3.04(b) below. In the Net2Phone Federal Tax Liability. Within thirty (30event that Aetna and Spinco Jointly Agree that any timeframe set forth in this Section 3.04(a) days after the date the last Combined Tax return is filed for the fiscal year to which such returns relate, IDT shall make available to Net2Phone the relevant pro forma Combined Tax returns (each a "Pro Forma Combined Tax Return" and together with the Pro Forma Federal Returns, the "Pro Forma Returns") of the Net2Phone Group reflecting the relevant Net2Phone Combined Tax Liability. The Pro Forma Returns shall be prepared in good faith in a manner generally consistent with past practicemodified, this Section 3.04(a) shall be treated as having been satisfied to the extent such modified timeframe is complied with.
(iib) Within ten (10) days On or prior to the Return Due Date for the Return of the receipt by Net2Phone Aetna Consolidated Group to which a calculation described in Section 3.04(a), resulting from a Tax Package of a Pro Forma Federal Returnthe Health Group, Net2Phone relates, Spinco shall pay to IDTAetna, or IDT Aetna shall pay to Net2PhoneSpinco, as appropriate, an amount equal to the difference, if any, between (i) the Net2Phone Health Federal Tax Liability or the Health Combined State Tax Liability, as the case may be, reflected on the Pro Forma Federal Return by such calculation for such year tax period, and (ii) the aggregate amount of the estimated installments of the Net2Phone Federal Tax Liability for such year made pursuant to Section 2.1(b). Within ten (10A) days of the receipt of the Pro Form Combined Tax Returns, Net2Phone shall pay to IDT, or IDT shall pay to Net2Phone, as appropriate, an amount equal to the difference, if any, between the Net2Phone Combined Tax Liability reflected on the relevant Pro Forma Combined Tax Returns and the aggregate amount of the estimated installments paid with respect to the corresponding Net2Phone Combined Tax Liability thereto pursuant to (or in accordance with the principles of) Section 2.1(b)3.02, and (B) payments made pursuant to (or in accordance with the principles of) Section 3.03.
(iiic) If, Spinco shall be permitted to invoke the dispute resolution procedures under applicable law and consistent Section 10.09 with this Agreement, the IDT Sub-Group avails itself of a Tax Asset of the Net2Phone Group, IDT shall pay to Net2Phone an amount equal respect to the Income Tax Benefit attributable to such Tax Asset, if and when Actually Realized by IDT. The parties agree that all net operating losses and net capital losses of the IDT Group shall be taken into account by IDT in the order manner in which such net operating losses and net capital losses have arisen; all other Tax Assets of the Net2Phone Group shall be taken into account by IDT in the above- described manner, subject, however, to the ordering rules then in effect under the Code.
(iv) In the event that IDT makes a cash deposit with a taxing authority in order to stop the running of interest or makes a payment of tax and correspondingly takes action to recoup such payment (such as suing for a refund), Net2Phone shall pay to IDT, within ten (10) days (i) of the date such cash deposit is made by IDT or (ii) if later, of the date of delivery of a written request for such payment under this Section 2.1(c)(iv), an amount equal to Net2Phone's share of the amount so deposited or paid (calculated in a manner consistent with the determinations provided in this Article 2). Upon receipt by IDT of a refund of any amounts paid by it in respect of which Net2Phone shall have advanced an amount hereunder, IDT shall pay to Net2Phone the amount of such refund, together with any interest received by it on such refund, within ten (10) days of the receipt of such refund. If and to the extent that any claim for refund or contest based thereupon shall be unsuccessful, the payment by Net2Phone under this Section 2.1(c)(iv) may be credited by IDT toward any of Net2Phone's Aetna has discharged its obligations under this Section 2.13.04(a).
Appears in 1 contract