Required Notices; Time for Payment. In the event that there has been a breach of Article 2, Article 3, or Article 6 the Partnership shall provide to the Protected Partner notice of the transaction or event giving rise to such breach not later than at such time as the Partnership provides to the Protected Partners the Schedule K-1’s to the Partnership’s federal income tax return as required in accordance with Section 7.3 below. All payments required under this Article 4 to any Protected Partner shall be made to such Protected Partner on or before April 15 of the year following the year in which the gain recognition event giving rise to such payment took place; provided that, if the Protected Partner is required to make estimated tax payments that would include such gain, the Partnership shall make a payment to the Protected Partner on or before the due date for such estimated tax payment and such payment from the partnership shall be in an amount that corresponds to the amount of the estimated tax being paid by such Protected Partner at such time. In the event of a payment required after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as published in the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made.
Required Notices; Time for Payment. In the event that there has been a breach of Article II or Article III, the Operating Partnership shall provide to each affected Protected Partner notice of the transaction or event giving rise to such breach, along with a calculation of the amount of income to be recognized by any Protected Partner and the amount required to be paid to such Protected Partner under Section 4.1 by reason thereof, not later than 30 days following the date that the Operating Partnership becomes aware that such transaction or event constitutes a breach of this Agreement. All payments required to be made under Section 4.1 to any Protected Partner shall be made to such Protected Partner at least two Business Days before April 15 of the year following the year in which the transaction or event giving rise to such payment took place; provided that if the Protected Partner is required to make estimated Tax payments that are required to be calculated by reference to any income resulting from such transaction or event, the Operating Partnership shall make a payment to the Protected Partner at least two Business Days before the due date for such estimated Tax payment, and such payment from the Operating Partnership shall be in an amount that corresponds to the amount of the estimated Tax required to be paid by such Protected Partner with respect to such income at such time; provided further that any payment required to be made under Section 4.1 to any Protected Partner resulting from a Tax Claim or Proceeding shall be made at least two Business Days before the date that the relevant Taxes are required to be paid as a result of any final determination of such Tax Claim or Proceeding or any settlement, compromise and/or concession of such Tax Claim or Proceeding pursuant to Section 6.2. In the event of a payment made after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as published in The Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made plus 10%, but not to exceed the maximum amount permitted by law.
Required Notices; Time for Payment. The Partnership shall make any required indemnity payment owing to a Protected Partner (or Indirect Owner) pursuant to Section 4.1 no later than five (5) days prior to the due date of the quarterly estimated tax payment for individuals which next follows the date that the Prohibited Transaction is consummated or, if later, ten (10) days after the date required for the Partnership’s delivery of the computation of the indemnity payment to the Protected Partner (or Indirect Owner). In the event of a payment required after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as published in the Wall Street Journal, or comparable publication if the aforementioned rate is not available, effective as of the date the payment is required to be made.
Required Notices; Time for Payment. In the event that there has been a breach of Article 2, Article 3, Article 5, Article 6, or Article 7 the Partnership shall provide to the Protected Partners notice of the transaction or event giving rise to such breach not later than at such time as the Partnership provides to the Protected Partners the Schedule K-1's to the Partnership's federal income tax return as required in accordance with Section 7.4 below. All payments required under this Article 4 to any Protected Partner (or Indirect Owners) shall be made to such Protected Partner (or Indirect Owners) on or before April 15 of the year following the year in which the gain recognition event giving rise to such payment took place; provided, that, if the Protected Partner (or Indirect Owners) is required to make estimated tax payments that would include such gain, the Partnership shall make a payment to the Protected Partner (or Indirect Owners) on or before the due date for such estimated tax payment and such payment from the Partnership shall be in an amount that corresponds to the amount of the estimated tax being paid by such Protected Partner (or Indirect Owners) at such time. In the event of a payment made after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the higher of (i) the "prime rate" of interest, as published in the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made plus 10% or (ii) twenty percent, but not to exceed the maximum amount permitted by law.
Required Notices; Time for Payment. In the event that there has been a breach of Article 2 during the Tax Protection Period, the Operating Company shall provide to each Protected Member written notice of the transaction, event or other circumstance giving rise to such breach not later than thirty (30) days after occurrence of a breach. As soon as reasonably practicable after giving notice of breach, but in no event more than sixty (60) days after occurrence of a breach, the Operating Company shall be obligated to (i) provide each Protected Member with a detailed calculation of the amount of each Protected Member’s damage payment as determined under this Article 3, and (ii) provide each Protected Member with such evidence or verification as such Protected Member may reasonably require as to the items necessary to confirm the calculation of such amount. Subject to the negotiation and final resolution of any disagreements in accordance with Section 3.4, all payments required under this Article 3 to a Protected Members shall be made in immediately available funds to such Protected Member on or before April 10 of the year following the year in which the gain recognition event giving rise to such payment took place.
Required Notices; Time for Payment. In the event of a breach of any Company’s (or any Subsidiary’s) obligations set forth in Article II or Article III, the relevant Company shall provide to the Protected Members written notice of any transaction or event in a fiscal year giving rise to the breach not later than the earlier of (i) at such time as the relevant Company provides to the Protected Members the Schedule K-1's for the Company’s U.S. federal income tax return for such fiscal year and (ii) March 14 of the immediately following fiscal year. After receipt by the relevant Company of a written claim from a Protected Member claiming that a payment required under this Article IV be made to such Protected Member, the Indemnitors shall promptly (and in any event within 30 days after receipt of such claim) make such payment. The Indemnitors shall make such payment regardless of whether the Indemnitors disagree with the computation of the amount required to be paid in respect of such breach, in which event the procedures in Section 4.4 shall apply. If the amount ultimately required to be paid by the Indemnitors to a Protected Member is finally determined (in accordance with the procedures in Section 4.4) to be less than the amount paid pursuant to the immediately preceding sentence, the Protected Member shall promptly (and in any case no later than 30 days following such final determination) repay the Indemnitors for the amount of the difference. If the amount ultimately required to be paid by the Indemnitors to a Protected Member is less than 80% of the amount asserted by the Protected Member to be owed, then interest shall accrue on the aggregate amount required to be repaid by the Protected Member from the date that is 30 days after receipt by the Company of the claim from such Protected Member to the date of actual repayment at a rate equal to the “prime rate” of interest, as published in the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made.
Required Notices; Time for Payment. In the event that there has occurred a transaction described in Section 2.1, or there has been a breach of Article 2 or Article 3, the Partnership shall provide to each affected Protected Partner notice of the transaction or event giving rise to such breach not later than at such time as the Partnership provides to the Protected Partners the Internal Revenue Service Schedule K-1s to the Partnership’s federal income tax return for the year of such transaction. All payments required to be made under this Article 4 to any Protected Partner shall be made to such Protected Partner on or before April 15 of the year following the year in which the gain recognition event giving rise to such payment took place. In the event of a payment made after the date required pursuant to this Section 4.3, interest shall accrue on the aggregate amount required to be paid from such date to the date of actual payment at a rate equal to the “prime rate” of interest, as published in The Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made.
Required Notices; Time for Payment. In the event that there has been a breach of Article 2, Article 3, Article 4, Article 7, or Article 8, Vornado OP shall provide to the SCR Unitholder notice of the transaction or event giving rise to such breach not later than at such time as Vornado OP provides to the SCR Unitholders the Schedule K-1's to Vornado OP's federal income tax return as required in accordance with Section 10(d) below. All payments required under this Article 5 to any SCR Unitholder shall be made to such SCR Unitholder not later than thirty (30) days after receipt by Vornado OP of a written claim from such SCR Unitholder therefor, unless Vornado OP disagrees with the computation of the amount required to be paid in respect of such breach, in which event the procedures in Section 5(b) shall apply and the payment shall be due within thirty (30) days after the earlier of a determination by the Accounting Firm or an agreement between Vornado OP and the SCR Unitholder as to the amount required to be paid, with interest accruing on the aggregate amount required to be paid from the date that is thirty (30) days after receipt by Vornado OP of a claim from such SCR Unitholder to the date of actual payment at a rate equal to the "prime rate" of interest, as published in the Wall Street Journal (or if no longer published there, as announced by Citibank) effective as of the date the payment is required to be made.
Required Notices; Time for Payment. In the event that there has been a breach of Article 2 or Article 3, the Partnership shall provide to the Protected Partners (or Indirect Owners), notice of the transaction or event giving rise to such breach, along with a calculation of the amount of income to be recognized by any Protected Partner (or Indirect Owner), and the amount required to be paid to such Protected Partner (or Indirect Owner), under Section 4.1 by reason thereof, not later than 30 days following the date that the Partnership becomes aware that such transaction or event constitutes a breach of this Agreement.
Required Notices; Time for Payment. In the event that a Party knows or has reason to believe that there has been a Tax Protection Period Transfer or a breach or violation of any covenant set forth in Article II, such Party shall provide to the other Party notice of such Tax Protection Period Transfer or of the transaction or event giving rise to such breach or violation of such covenant not later than thirty (30) days after becoming aware of such Tax Protection Period Transfer or breach or violation of such covenant, provided that the failure to provide such notice shall not preclude a Protected Member from being entitled to indemnification pursuant to this Agreement. As soon as reasonably practicable after such notice has been provided by either Party, but in no event more than thirty (30) days after such notice has been provided, the Operating Partnership shall be obligated to provide each Protected Member with (i) a detailed calculation of the amount of such Protected Member’s damage payment as determined under this Article II, and (ii) such evidence or verification as such Protected Member may reasonably require as to the items necessary to confirm the calculation of such amount. For purposes of the preceding sentence, in the event that a Protected Member provides notice to the Operating Partnership claiming that a Tax Protection Period Transfer or a breach or violation of any covenant set forth in Article II has occurred and the Operating Partnership disagrees with such claim, the Operating Partnership shall assume that the claim(s) made by such Protected Member is correct and shall timely provide each Protected Member with the information stated in (i) and (ii) of the preceding sentence based on such assumption. All payments required under this Article II to any Protected Member shall be made in immediately available funds to such Protected Member on or before April 15 of the year following the year in which the event giving rise to such payment took place; provided that, if the Protected Member is required to make estimated tax payments that would include any income or gain from such event, the Operating Partnership shall make a payment in immediately available funds to the Protected Member on or before five (5) days before the due date for such estimated tax payment and such payment from the Operating Partnership shall be in an amount that corresponds to the amount of the estimated tax being paid by such Protected Member at such time. In the event of a payment required after the date...
