Common use of Payment of Taxes at Year-End Clause in Contracts

Payment of Taxes at Year-End. (i) Not later than 5 business days before a member of the PepsiCo Group or a member of the TRICON Group, as the case may be, is required to file a Return (after taking extensions into account) with respect to any Consolidated Group for which payments are to be made under this Agreement, whether or not such Return is filed prior to the Distribution, the PepsiCo Group shall deliver to the TRICON Group a written statement setting forth the difference between (x) the TRICON Tax Liability or the PepsiCo Tax Liability, as appropriate, for such Return, and (y) the aggregate amount of payments with respect to the TRICON Tax Liability or the PepsiCo Tax Liability, as appropriate, for such year made pursuant to Section 3(b). Not later than the date such Return is required to be filed, the TRICON Group shall pay to the PepsiCo Group or the PepsiCo Group shall pay to the TRICON Group, as appropriate, in accordance with Section 9 hereof, an amount equal to such difference, if any; provided, however, that to the extent such payment is to be made to the TRICON Group and is attributable to a claim for refund of Taxes previously paid to a Taxing Authority, the PepsiCo Group will not be required to make such payment to the TRICON Group. (ii) With respect to each Return described in Section 3(a) above and previously filed by a Consolidated Group, and for which the TRICON Tax Liability or the PepsiCo Tax Liability, as the case may be, has not been satisfied in full or for which the TRICON Group has not paid the PepsiCo Group in full for a benefit derived from the use of a Tax Asset of the PepsiCo Group, the TRICON Group shall pay to the PepsiCo Group or the PepsiCo Group shall pay to the TRICON Group, as appropriate, within 30 days of demand therefor, the amount in respect of such Return as determined by the PepsiCo Vice President, Tax.

Payment of Taxes at Year-End. (i) Not later than 5 five business days before a member of the PepsiCo USBANCORP Group or a member of the TRICON Three Rivers Group, as the case may be, is required to file a Return (after taking extensions into account) with respect to any Consolidated Group for which payments are to be made under this Agreement, whether or not such Return is filed prior to the Distribution, the PepsiCo USBANCORP Group shall deliver to the TRICON Three Rivers Group a written statement setting forth the difference between (x) the TRICON Three Rivers Tax Liability or and the PepsiCo USBANCORP Tax Liability, as appropriaterespectively, for such Return, and (y) the aggregate amount of payments with respect to the TRICON Three Rivers Tax Liability or and the PepsiCo USBANCORP Tax Liability, as appropriaterespectively, made for such year made pursuant to Section 3(b). Not later than the date such Return is required to be filed, the TRICON Three Rivers Group shall pay to the PepsiCo USBANCORP Group or the PepsiCo USBANCORP Group shall pay to the TRICON Three Rivers Group, as appropriate, in accordance with Section 9 hereof, an amount equal to such difference, if any; provided, however, that to the extent such payment is to be made to the TRICON Three Rivers Group and is attributable to a claim for refund of Taxes previously paid to a Taxing Authority, the PepsiCo USBANCORP Group will not be required to make such payment to the TRICON GroupThree Rivers Group until the amount of such refund has been determined and paid to USBANCORP by the Taxing Authority. Within five business days of the receipt of such refund, USBANCORP shall pay to the Three Rivers Group the amount equal to the excess, if any, of (i) the amount of such refund, together with all interest paid thereon by the Taxing Authority, over (ii) the amount, if any, of the increased Tax liability of USBANCORP attributable to the receipt of such refund and any interest thereon. (ii) With respect to each Consolidated Group Return described in Section 3(a) above and previously or hereafter filed by a Consolidated GroupGroup for the Tax years ended in 1998, 1999 and 2000, and for which the TRICON Three Rivers Tax Liability or the PepsiCo USBANCORP Tax Liability, as the case may be, has not been satisfied in full or for which the TRICON Group has not paid the PepsiCo Group in full for a benefit derived from the use of a Tax Asset of the PepsiCo Groupfull, the TRICON Three Rivers Group shall pay to the PepsiCo USBANCORP Group or the PepsiCo USBANCORP Group shall pay to the TRICON Three Rivers Group, as appropriate, within 30 days of demand therefor, the amount of the unpaid Three Rivers Tax Liability or the unpaid USBANCORP Tax Liability, as the case may be, in respect of such Return as determined by the PepsiCo Vice President, TaxUSBANCORP Chief Financial Officer.

Payment of Taxes at Year-End. (i) Not later than 5 business days before a member of the PepsiCo Group or a member of the TRICON Group, as the case may be, is required to file a Return (after taking extensions into account) with respect to any Consolidated Group for which payments are to be made under this Agreement, whether or not such Return is filed prior to the Distribution, the PepsiCo Group shall deliver to the TRICON Group a written statement setting forth the difference between (x) the TRICON Tax Liability or the PepsiCo Tax Liability, as appropriate, for such Return, and (y) the aggregate amount of payments with respect to the TRICON Tax Liability or the PepsiCo Tax Liability, as appropriate, for such year made pursuant to Section 3(b)) or otherwise, including estimated Tax payments made by way of intercompany account transfers. Not later than the date such Return is required to be filed, the TRICON Group shall pay to the PepsiCo Group or the PepsiCo Group shall pay to the TRICON Group, as appropriate, in accordance with Section 9 hereof, an amount equal to such difference, if any; provided, however, that to the extent such payment is to be made to the TRICON Group and is attributable to a claim for refund of Taxes previously paid to a Taxing Authority, the PepsiCo Group will not be required to make such payment to the TRICON Group. (ii) With respect to each Return described in Section 3(a) above and previously filed by a Consolidated Group, and for which the TRICON Tax Liability or the PepsiCo Tax Liability, as the case may be, has not been satisfied in full or for which the TRICON Group has not paid the PepsiCo Group in full for a benefit derived from the use of a Tax Asset of the PepsiCo Group, the TRICON Group shall pay to the PepsiCo Group or the PepsiCo Group shall pay to the TRICON Group, as appropriate, within 30 days of demand therefor, the amount in respect of such Return as determined by the PepsiCo Vice President, Tax.

Payment of Taxes at Year-End. (i) Not later than 5 business days before a member of the PepsiCo Group or a member of the TRICON PBG Group, as the case may be, is required to file a Return (after taking extensions into account) with respect to any Consolidated Group for which payments are to be made under this Agreement, whether or not such Return is filed prior to the DistributionOffering Date, the PepsiCo Group shall deliver to the TRICON PBG Group a written statement setting forth the difference difference, calculated in good faith, between (x) the TRICON Tax PBG T Liability or the PepsiCo Tax Liability, as appropriate, for such Return, and (y) the aggregate amount of payments with respect to the TRICON PBG Tax Liability or the PepsiCo Tax Liability, as appropriate, for such year made pursuant to Section 3(b)) or otherwise, including estimated Tax payments made by way of intercompany account transfers. Not later than the date 5 business days after such Return is required to be filed, the TRICON PBG Group shall pay to the PepsiCo Group or the PepsiCo Group shall pay to the TRICON PBG Group, as appropriate, in accordance with Section 9 hereof, an amount equal to such difference, if any; provided, however, that to the extent such payment is to be made to the TRICON Group and is attributable to a claim for refund of Taxes previously paid to a Taxing Authority, the PepsiCo Group will not be required to make such payment to the TRICON Group. (ii) If the determination of the PBG Tax Liability or the PepsiCo Tax Liability, as the case may be, with respect to any Consolidated Group reflects a Tax Asset that was not used to reduce the Tax liability of the PBG Group or the PepsiCo Group, respectively, but may under applicable law be used to reduce the Tax liability of the PepsiCo Group or the PBG Group, as the case may be, for any Tax period, PepsiCo shall pay to PBG or PBG shall pay to PepsiCo, as appropriate, the actual Tax saving produced by such Tax Asset within 30 days after such Tax saving is claimed on a Return, and the future Returns of the PBG Group or the PepsiCo Group, respectively, shall be adjusted to reflect such use. The amount of any such Tax saving for any Tax period shall be the amount of the reduction in Taxes payable to a Taxing Authority (or the increase in any Tax refund) with respect to such period as compared to the Taxes that would have been payable to a Taxing Authority (or the Tax refund that would have been received) by the Consolidated Group with respect to such period in the absence of such Tax Asset. (iii) With respect to each Return described in Section 3(a) above and previously filed by a Consolidated Group, and for which the TRICON PBG Tax Liability or the PepsiCo Tax Liability, as the case may be, has not been satisfied in full full, or for which the TRICON PBG Group has not paid the PepsiCo Group in full for a benefit derived from Tax saving produced by the use of a Tax Asset of the PepsiCo Group, or for which the TRICON PepsiCo Group has not paid the PBG Group in full for a Tax saving produced by the use of a Tax Asset of the PBG Group, the PBG Group shall pay to the PepsiCo Group or the PepsiCo Group shall pay to the TRICON PBG Group, as appropriate, within 30 days of demand therefor, the amount in respect of such Return as determined in good faith by the PepsiCo Senior Vice President, TaxPresident and Treasurer.

Payment of Taxes at Year-End. (i) Not later than 5 five business days before a member of the PepsiCo USBANCORP Group or a member of the TRICON Three Rivers Group, as the case may be, is required to file a Return (after taking extensions into account) with respect to any Consolidated Group for which payments are to be made under this Agreement, whether or not such Return is filed prior to the Distribution, the PepsiCo USBANCORP Group shall deliver to the TRICON Three Rivers Group a written statement setting forth the difference between (x) the TRICON Three Rivers Tax Liability or and the PepsiCo USBANCORP Tax Liability, as appropriaterespectively, for such Return, and (y) the aggregate amount of payments with respect to the TRICON Three Rivers Tax Liability or and the PepsiCo USBANCORP Tax Liability, as appropriaterespectively, made for such year made pursuant to Section 3(b). Not later than the date such Return is required to be filed, the TRICON Three Rivers Group shall pay to the PepsiCo USBANCORP Group or the PepsiCo USBANCORP Group shall pay to the TRICON Three Rivers Group, as appropriate, in accordance with Section 9 hereof, an amount equal to such difference, if any; provided, however, that to the extent such payment is to be made to the TRICON Three Rivers Group and is attributable to a claim for refund of 18 19 Taxes previously paid to a Taxing Authority, the PepsiCo USBANCORP Group will not be required to make such payment to the TRICON GroupThree Rivers Group until the amount of such refund has been determined and paid to USBANCORP by the Taxing Authority. Within five business days of the receipt of such refund, USBANCORP shall pay to the Three Rivers Group the amount equal to the excess, if any, of (i) the amount of such refund, together with all interest paid thereon by the Taxing Authority, over (ii) the amount, if any, of the increased Tax liability of USBANCORP attributable to the receipt of such refund and any interest thereon. (ii) With respect to each Consolidated Group Return described in Section 3(a) above and previously or hereafter filed by a Consolidated GroupGroup for the Tax years ended in 1998, 1999 and 2000, and for which the TRICON Three Rivers Tax Liability or the PepsiCo USBANCORP Tax Liability, as the case may be, has not been satisfied in full or for which the TRICON Group has not paid the PepsiCo Group in full for a benefit derived from the use of a Tax Asset of the PepsiCo Groupfull, the TRICON Three Rivers Group shall pay to the PepsiCo USBANCORP Group or the PepsiCo USBANCORP Group shall pay to the TRICON Three Rivers Group, as appropriate, within 30 days of demand therefor, the amount of the unpaid Three Rivers Tax Liability or the unpaid USBANCORP Tax Liability, as the case may be, in respect of such Return as determined by the PepsiCo Vice President, TaxUSBANCORP Chief Financial Officer.