Common use of Restructuring Taxes Clause in Contracts

Restructuring Taxes. Notwithstanding that the Restructuring and Project Constructor occurred prior to the Effective Date, notwithstanding any other provision of this Agreement to the contrary, and except as otherwise provided in the Master Separation Agreement or the Master Separation and Distribution Agreement (as applicable) and Section 5.12(a)(i) hereof, Halliburton shall pay and shall indemnify and hold harmless KBR and any member of the KBR Group from and against any and all Restructuring Taxes, without regard to any benefit that any member of the KBR Group might derive as a result of the payment of the Restructuring Taxes by Halliburton. Halliburton shall also be liable for all fees, costs and expenses, including reasonable attorneys’ fees, arising out of, or incident to, any proceedings before any Tax Authority, or any judicial authority, with respect to any amount for which it is liable for under Section 5.12(a) hereof. (i) In the event any Restructuring Taxes are attributable to a Tainting Act of KBR or any member of the KBR Group, then KBR shall pay and shall indemnify and hold harmless Halliburton from and against any and all Restructuring Taxes and from and against any costs whatsoever connected with such Taxes, including, but not limited to, fees, interest, penalties, and expenses, including reasonable attorneys’ fees. For purposes of this Section 5.12(a)(i), a Restructuring Tax is attributable to a Tainting Act if (1) such Tax would not have been imposed but for the Tainting Act, or (2) the Tainting Act would have independently caused the imposition of such Tax; provided, however, that in no event shall a Restructuring Tax be considered attributable to a Tainting Act to the extent such Tax would not have been incurred but for a breach by Halliburton of any warranty, representation or covenant contained in Article VII hereof. Tax Sharing Agreement Between Halliburton Co. and KBR, Inc. (ii) An indemnification payment required to be made by one Party pursuant to Section 5.12(a) hereof shall be paid in immediately available funds within thirty (30) days after receiving a written demand from the other Party for such payment; however, no Party shall make a written demand for an indemnification payment attributable to Restructuring Taxes under Section 5.12(a) hereof until such Tax liability is established by a Final Determination. Any indemnification payment required to be made by either Party under Section 5.12(a) hereof which is not paid timely shall bear interest (compounded daily) at the Federal short-term rate or rates established pursuant to Section 6621 of the Code for the period during which such payment is due but unpaid.

Restructuring Taxes. Notwithstanding Any Tax Return (or portion thereof) that includes any Tax Item resulting from the Restructuring shall be prepared and Project Constructor occurred prior filed by the party responsible for preparing (or causing to the Effective Datebe prepared) and filing such Tax Return (under Sections 2.1 and 2.2 of this Agreement); provided that, notwithstanding any other provision of this Agreement Agreement, if Subsidiary is the party responsible for preparing any such Tax Return (or portion thereof) (each a "Subsidiary IPO Tax Return"), Subsidiary shall provide to FMC, no later than twenty (20) Business Days following the IPO Date, a written list of those Subsidiary IPO Tax Returns that Subsidiary reasonably believes could result in the imposition of a Tax liability of more than $10,000 for which FMC will be responsible pursuant to this Section 9. Within twenty (20) Business Days following the receipt of such list, FMC shall provide a written list to Subsidiary of those Subsidiary IPO Tax Returns that FMC wishes to review. Subsidiary shall provide any such Subsidiary IPO Tax Returns (or portions thereof) to FMC (no later than forty-five (45) Business Days (or such shorter period as agreed to by FMC) prior to the contrarydue date for the filing of such Tax Return (taking into account applicable extensions)), for FMC's review and except as otherwise provided in approval, which approval, to the Master Separation Agreement or the Master Separation and Distribution Agreement (as applicable) and Section 5.12(a)(i) hereof, Halliburton shall pay and shall indemnify and hold harmless KBR and any member of the KBR Group from and against any and all Restructuring Taxes, without regard extent it relates to any benefit that any member of the KBR Group might derive as a result of the payment of the Restructuring Taxes by Halliburton. Halliburton shall also be liable for all feesTax Item resulting from, costs and expenses, including reasonable attorneys’ fees, or arising out of, the Restructuring may be withheld by FMC in its sole discretion and any such Tax Item shall be reported as determined by FMC in its sole discretion (so long as such reporting position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or incident to, any proceedings before any Tax Authority, or any judicial authority, has similar appropriate authoritative support with respect to any amount for which it is liable for under Section 5.12(a) hereof. (i) Tax Return other than United States federal, state and local Tax Returns). In the event that the time periods provided in this Section 9.2(a) would not provide FMC with a reasonable period of time within which to review any Restructuring Taxes are attributable such Subsidiary IPO Tax Return prior to a Tainting Act the filing of KBR or any member of the KBR Groupsuch Tax Return, then KBR the parties shall pay cooperate in order that FMC may participate in the preparation of such Tax Return and shall indemnify and hold harmless Halliburton from and against any and all Restructuring Taxes and from and against any costs whatsoever connected with such Taxes, including, but not limited to, fees, interest, penalties, and expenses, including reasonable attorneys’ fees. For purposes of have the rights otherwise provided in this Section 5.12(a)(i9.2(a), a Restructuring Tax is attributable to a Tainting Act if (1) such Tax would not have been imposed but for the Tainting Act, or (2) the Tainting Act would have independently caused the imposition of such Tax; provided, however, that in no event shall a Restructuring Tax be considered attributable to a Tainting Act to the extent such Tax would not have been incurred but for a breach by Halliburton of any warranty, representation or covenant contained in Article VII hereof. Tax Sharing Agreement Between Halliburton Co. and KBR, Inc. (ii) An indemnification payment required to be made by one Party pursuant to Section 5.12(a) hereof shall be paid in immediately available funds within thirty (30) days after receiving a written demand from the other Party for such payment; however, no Party shall make a written demand for an indemnification payment attributable to Restructuring Taxes under Section 5.12(a) hereof until such Tax liability is established by a Final Determination. Any indemnification payment required to be made by either Party under Section 5.12(a) hereof which is not paid timely shall bear interest (compounded daily) at the Federal short-term rate or rates established pursuant to Section 6621 of the Code for the period during which such payment is due but unpaid.

Restructuring Taxes. Notwithstanding Any Tax Return (or portion thereof) that includes any Tax Item resulting from the Restructuring shall be prepared and Project Constructor occurred prior to filed by the Effective Dateparty responsible for preparing and filing such Tax Return (under Section 2 of this Agreement); provided that, notwithstanding any other provision of this Agreement Agreement, if XXXX is the party responsible for preparing any such Tax Return (or portion thereof) (each an "XXXX Restructuring Tax Return"), XXXX shall provide to SCL, no later than twenty (20) business days following the Effective Date, a written list of those XXXX IPO Tax Returns that XXXX reasonably believes could result in the imposition of a Tax liability of more than $10,000 for which SCL will be responsible pursuant to this Section 9. Within twenty (20) business days following the receipt of such list, SCL shall provide a written list to XXXX of those XXXX Restructuring Tax Returns that SCL wishes to review. XXXX shall provide any such XXXX Restructuring Tax Returns (or portions thereof) to SCL (no later than forty-five (45) business days (or such shorter period as agreed to by SCL) prior to the contrarydue date for the filing of such Tax Return (taking into account applicable extensions)), for SCL's review and except as otherwise provided in approval, which approval, to the Master Separation Agreement or the Master Separation and Distribution Agreement (as applicable) and Section 5.12(a)(i) hereof, Halliburton shall pay and shall indemnify and hold harmless KBR and any member of the KBR Group from and against any and all Restructuring Taxes, without regard extent it relates to any benefit that any member of the KBR Group might derive as a result of the payment of the Restructuring Taxes by Halliburton. Halliburton shall also be liable for all feesTax Item resulting from, costs and expenses, including reasonable attorneys’ fees, or arising out of, the Restructuring may be withheld by SCL in its sole discretion and any such Tax Item shall be reported as determined by SCL in its sole discretion (so long as such reporting position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or incident to, any proceedings before any Tax Authority, or any judicial authority, has similar appropriate authoritative support with respect to any amount for which it is liable for under Section 5.12(a) hereof. (i) Tax Return other than United States federal, state and local Tax Returns). In the event that the time periods provided in this Section 9.2(a) would not provide SCL with a reasonable period of time within which to review any such XXXX Restructuring Taxes are attributable Tax Return prior to a Tainting Act the filing of KBR or any member of the KBR Groupsuch Tax Return, then KBR the parties shall pay cooperate in order that SCL may participate in the preparation of such Tax Return and shall indemnify and hold harmless Halliburton from and against any and all Restructuring Taxes and from and against any costs whatsoever connected with such Taxes, including, but not limited to, fees, interest, penalties, and expenses, including reasonable attorneys’ fees. For purposes of have the rights otherwise provided in this Section 5.12(a)(i9.2(a), a Restructuring Tax is attributable to a Tainting Act if (1) such Tax would not have been imposed but for the Tainting Act, or (2) the Tainting Act would have independently caused the imposition of such Tax; provided, however, that in no event shall a Restructuring Tax be considered attributable to a Tainting Act to the extent such Tax would not have been incurred but for a breach by Halliburton of any warranty, representation or covenant contained in Article VII hereof. Tax Sharing Agreement Between Halliburton Co. and KBR, Inc. (ii) An indemnification payment required to be made by one Party pursuant to Section 5.12(a) hereof shall be paid in immediately available funds within thirty (30) days after receiving a written demand from the other Party for such payment; however, no Party shall make a written demand for an indemnification payment attributable to Restructuring Taxes under Section 5.12(a) hereof until such Tax liability is established by a Final Determination. Any indemnification payment required to be made by either Party under Section 5.12(a) hereof which is not paid timely shall bear interest (compounded daily) at the Federal short-term rate or rates established pursuant to Section 6621 of the Code for the period during which such payment is due but unpaid.

Restructuring Taxes. Notwithstanding that the Restructuring and Project Constructor occurred prior to the Effective Date, notwithstanding any other provision of this Agreement to the contrary, and except as otherwise provided in the Master Separation Agreement or the Master Separation and Distribution Agreement (as applicable) and Section 5.12(a)(i) hereof, Halliburton shall pay and shall indemnify and hold harmless KBR and any member of the KBR Group from and against any and all Restructuring Taxes, without regard to any benefit that any member of the KBR Group might derive as a result of the payment of the Restructuring Taxes by Halliburton. Halliburton shall also be liable for all fees, costs and expenses, including reasonable attorneys’ fees, arising out of, or incident to, any proceedings before any Tax Authority, or any judicial authority, with respect to any amount for which it is liable for under Section 5.12(a) hereof. (i) In the event any Restructuring Taxes are attributable to a Tainting Act of KBR or any member of the KBR Group, then KBR shall pay and shall indemnify and hold harmless Halliburton from and against any and all Restructuring Taxes and from and against any costs whatsoever connected with such Taxes, including, but not limited to, fees, interest, penalties, and expenses, including reasonable attorneys’ fees. For purposes of this Section 5.12(a)(i), a Restructuring Tax is attributable to a Tainting Act if (1) such Tax would not have been imposed but for the Tainting Act, or (2) the Tainting Act would have independently caused the imposition of such Tax; provided, however, that in no event shall a Restructuring Tax be considered attributable to a Tainting Act to the extent such Tax would not have been incurred but for a breach by Halliburton of any warranty, representation or covenant contained in Article VII hereof. Tax Sharing Agreement Between Halliburton Co. and KBR, Inc.. (ii) An indemnification payment required to be made by one Party pursuant to Section 5.12(a) hereof shall be paid in immediately available funds within thirty (30) days after receiving a written demand from the other Party for such payment; however, no Party shall make a written demand for an indemnification payment attributable to Restructuring Taxes under Section 5.12(a) hereof until such Tax liability is established by a Final Determination. Any indemnification payment required to be made by either Party under Section 5.12(a) hereof which is not paid timely shall bear interest (compounded daily) at the Federal short-term rate or rates established pursuant to Section 6621 of the Code for the period during which such payment is due but unpaid.

Restructuring Taxes. Notwithstanding that the Restructuring and Project Constructor occurred prior to the Effective Date, notwithstanding any other provision of this Agreement to the contrary, and except as otherwise provided in the Master Separation Asset Contribution Agreement or the Master Separation and Distribution Agreement (as applicable) and Section 5.12(a)(i) hereof, Halliburton BioTime shall pay and shall indemnify and hold harmless KBR AgeX and any member of the KBR AgeX Group from and against any and all Restructuring Taxes, without regard to any benefit that any member of the KBR AgeX Group might derive as a result of the payment of the Restructuring Taxes by HalliburtonBioTime. Halliburton BioTime shall also be liable for all fees, costs and expenses, including reasonable attorneys’ fees, arising out of, or incident to, any proceedings before any Tax Authority, or any judicial authority, with respect to any amount for which it is liable for under Section 5.12(a) hereof. (i) In the event any Restructuring Taxes are attributable to a Tainting Act of KBR AgeX or any member of the KBR AgeX Group, then KBR AgeX shall pay and shall indemnify and hold harmless Halliburton BioTime from and against any and all Restructuring Taxes and from and against any costs whatsoever connected with such Taxes, including, but not limited to, fees, interest, penalties, and expenses, including reasonable attorneys’ fees. For purposes of this Section 5.12(a)(i), a Restructuring Tax is attributable to a Tainting Act if (1) such Tax would not have been imposed but for the Tainting Act, or (2) the Tainting Act would have independently caused the imposition of such Tax; provided, however, that in no event shall a Restructuring Tax be considered attributable to a Tainting Act to the extent such Tax would not have been incurred but for a breach by Halliburton BioTime of any warranty, representation or covenant contained in Article VII hereof. Tax Sharing Agreement Between Halliburton Co. and KBR, Inc.. (ii) An indemnification payment required to be made by one Party pursuant to Section 5.12(a) hereof shall be paid in immediately available funds within thirty (30) days after receiving a written demand from the other Party for such payment; however, no Party shall make a written demand for an indemnification payment attributable to Restructuring Taxes under Section 5.12(a) hereof until such Tax liability is established by a Final Determination. Any indemnification payment required to be made by either Party under Section 5.12(a) hereof which is not paid timely shall bear interest (compounded daily) at the Federal short-term rate or rates established pursuant to Section 6621 of the Code for the period during which such payment is due but unpaid.

Restructuring Taxes. Notwithstanding Any Tax Return (or portion thereof) that includes any Tax Item resulting from the Restructuring shall be prepared and Project Constructor occurred prior filed by the party responsible for preparing (or causing to the Effective Datebe prepared) and filing such Tax Return (under Sections 2.1 and 2.2 of this Agreement); provided that, notwithstanding any other provision of this Agreement Agreement, if Subsidiary is the party responsible for preparing any such Tax Return (or portion thereof) (each a "Subsidiary IPO Tax Return"), Subsidiary shall provide to FMC, no later than twenty (20) Business Days following the IPO Date, a written list of those Subsidiary IPO Tax Returns that Subsidiary reasonably believes could result in the imposition of a Tax liability of more than $10,000 for which FMC will be responsible pursuant to this Section 9. Within twenty (20) Business Days following the receipt of such list, FMC shall provide a written list to Subsidiary of those Subsidiary IPO Tax Returns that FMC wishes to review. Subsidiary shall provide any such Subsidiary IPO Tax Returns (or portions thereof) to FMC (no later than forty-five (45) Business Days (or such shorter period as agreed to by FMC) prior to the contrarydue date for the filing of such Tax Return (taking into account applicable extensions)), for FMC's review and except as otherwise provided in approval, which approval, to the Master Separation Agreement or the Master Separation and Distribution Agreement (as applicable) and Section 5.12(a)(i) hereof, Halliburton shall pay and shall indemnify and hold harmless KBR and any member of the KBR Group from and against any and all Restructuring Taxes, without regard extent it relates to any benefit that any member of the KBR Group might derive as a result of the payment of the Restructuring Taxes by Halliburton. Halliburton shall also be liable for all feesTax Item resulting from, costs and expenses, including reasonable attorneys’ fees, or arising out of, the Restructuring may be withheld by FMC in its sole discretion and any such Tax Item shall be reported as determined by FMC in its sole discretion (so long as such reporting position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or incident to, any proceedings before any Tax Authority, or any judicial authority, has similar appropriate authoritative support with respect to any amount for which it is liable for under Section 5.12(a) hereof. (i) Tax Return other than United States federal, state and local Tax Returns). In the event that the time periods provided in this Section 9.2(a) would not provide FMC with a reasonable period of time within which to review any Restructuring Taxes are attributable such Subsidiary IPO Tax Return prior to a Tainting Act the filing of KBR or any member of the KBR Groupsuch Tax Return, then KBR the parties shall pay cooperate in order that FMC may participate in the preparation of such Tax Return and shall indemnify and hold harmless Halliburton from and against any and all Restructuring Taxes and from and against any costs whatsoever connected with such Taxes, including, but not limited to, fees, interest, penalties, and expenses, including reasonable attorneys’ fees. For purposes of have the rights otherwise provided in this Section 5.12(a)(i9.2(a), a Restructuring Tax is attributable to a Tainting Act if . (1) such Tax would not have been imposed but for the Tainting Act, or (2) the Tainting Act would have independently caused the imposition of such Tax; provided, however, that in no event shall a Restructuring Tax be considered attributable to a Tainting Act to the extent such Tax would not have been incurred but for a breach by Halliburton of any warranty, representation or covenant contained in Article VII hereof. Tax Sharing Agreement Between Halliburton Co. and KBR, Inc. (ii) An indemnification payment required to be made by one Party pursuant to Section 5.12(a) hereof shall be paid in immediately available funds within thirty (30) days after receiving a written demand from the other Party for such payment; however, no Party shall make a written demand for an indemnification payment attributable to Restructuring Taxes under Section 5.12(a) hereof until such Tax liability is established by a Final Determination. Any indemnification payment required to be made by either Party under Section 5.12(a) hereof which is not paid timely shall bear interest (compounded daily) at the Federal short-term rate or rates established pursuant to Section 6621 of the Code for the period during which such payment is due but unpaid.b)

Restructuring Taxes. Notwithstanding Any Tax Return (or portion thereof) that includes any Tax Item resulting from the Restructuring shall be prepared and Project Constructor occurred prior to filed by the Effective Dateparty responsible for preparing and filing such Tax Return (under Section 2 of this Agreement); provided that, notwithstanding any other provision of this Agreement Agreement, if XXXX is the party responsible for preparing any such Tax Return (or portion thereof) (each an "XXXX Restructuring Tax Return"), XXXX shall provide to SCL, no later than twenty (20) business days following the Closing Date, a written list of those XXXX IPO Tax Returns that XXXX reasonably believes could result in the imposition of a Tax liability of more than $10,000 for which SCL will be responsible pursuant to this Section 9. Within twenty (20) business days following the receipt of such list, SCL shall provide a written list to XXXX of those XXXX Restructuring Tax Returns that SCL wishes to review. XXXX shall provide any such XXXX Restructuring Tax Returns (or portions thereof) to SCL (no later than forty-five (45) business days (or such shorter period as agreed to by SCL) prior to the contrarydue date for the filing of such Tax Return (taking into account applicable extensions)), for SCL's review and except as otherwise provided in approval, which approval, to the Master Separation Agreement or the Master Separation and Distribution Agreement (as applicable) and Section 5.12(a)(i) hereof, Halliburton shall pay and shall indemnify and hold harmless KBR and any member of the KBR Group from and against any and all Restructuring Taxes, without regard extent it relates to any benefit that any member of the KBR Group might derive as a result of the payment of the Restructuring Taxes by Halliburton. Halliburton shall also be liable for all feesTax Item resulting from, costs and expenses, including reasonable attorneys’ fees, or arising out of, the Restructuring may be withheld by SCL in its sole discretion and any such Tax Item shall be reported as determined by SCL in its sole discretion (so long as such reporting position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or incident to, any proceedings before any Tax Authority, or any judicial authority, has similar appropriate authoritative support with respect to any amount for which it is liable for under Section 5.12(a) hereof. (i) Tax Return other than United States federal, state and local Tax Returns). In the event that the time periods provided in this Section 9.2(a) would not provide SCL with a reasonable period of time within which to review any such XXXX Restructuring Taxes are attributable Tax Return prior to a Tainting Act the filing of KBR or any member of the KBR Groupsuch Tax Return, then KBR the parties shall pay cooperate in order that SCL may participate in the preparation of such Tax Return and shall indemnify and hold harmless Halliburton from and against any and all Restructuring Taxes and from and against any costs whatsoever connected with such Taxes, including, but not limited to, fees, interest, penalties, and expenses, including reasonable attorneys’ fees. For purposes of have the rights otherwise provided in this Section 5.12(a)(i9.2(a), a Restructuring Tax is attributable to a Tainting Act if (1) such Tax would not have been imposed but for the Tainting Act, or (2) the Tainting Act would have independently caused the imposition of such Tax; provided, however, that in no event shall a Restructuring Tax be considered attributable to a Tainting Act to the extent such Tax would not have been incurred but for a breach by Halliburton of any warranty, representation or covenant contained in Article VII hereof. Tax Sharing Agreement Between Halliburton Co. and KBR, Inc. (ii) An indemnification payment required to be made by one Party pursuant to Section 5.12(a) hereof shall be paid in immediately available funds within thirty (30) days after receiving a written demand from the other Party for such payment; however, no Party shall make a written demand for an indemnification payment attributable to Restructuring Taxes under Section 5.12(a) hereof until such Tax liability is established by a Final Determination. Any indemnification payment required to be made by either Party under Section 5.12(a) hereof which is not paid timely shall bear interest (compounded daily) at the Federal short-term rate or rates established pursuant to Section 6621 of the Code for the period during which such payment is due but unpaid.