Common use of Settlement Procedures; Certain Other Payments Clause in Contracts

Settlement Procedures; Certain Other Payments. (a) MS shall calculate settlement of the final federal, state, local and foreign Tax liability for all Pre-Deconsolidation Periods, and notify the MSCI Group of such settlement. Subject to Section 21 of this Agreement (relating to dispute resolution procedures), the MSCI Group shall pay to MS its share of such Tax liability, as determined under Sections 3, 4 and 5 of this Agreement, within twenty business days after receiving notice of such Tax liability from MS. Any amounts paid by any member of the MSCI Group pursuant to Section 6 and any amounts receivable by the MSCI Group in respect of a Separate Group Taxable Loss or Tax credit shall be included in determining the payments due from the MSCI Group. If the sum of any payments by the MSCI Group pursuant to Section 6, and any amounts receivable by the MSCI Group in respect of a Separate Group Taxable Loss or Tax credit exceed its Tax liability, such excess shall be refunded to the MSCI Group. Interest will be due on any underpayment or overpayment of Tax, computed from the date on which a final Return is filed, (i) if owed by the MSCI Group to MS on an underpayment, at the Underpayment Rate and (ii) if owed by MS to the MSCI Group on an overpayment, the Overpayment Rate. (b) If a portion or all of an unused loss or Tax credit is allocated to a member of the Consolidated Group, pursuant to Treasury Regulations Section 1.1502-21(b) or Treasury Regulations Section 1.1502-79, and is carried back or forward to a Taxable year in which such member filed a separate Return or consolidated, combined or unitary Return with an affiliated group that is not a Consolidated Group, any Refund or reduction in Tax liability arising from such carry back or carryover shall be retained by such member, subject to future audit adjustments. Notwithstanding the foregoing, MS, in its sole discretion, shall determine whether an election shall be made to relinquish the entire carry back period with respect to part or all of a consolidated net operating loss for any Pre-Deconsolidation Period in accordance with Treasury Regulations Section 1.1502-21(b)(3). (c) Notwithstanding Section 7(b) above, no member of the MSCI Group shall make any election to carry back any Tax item from a Post-Deconsolidation Period to a Pre-Deconsolidation Period without MS’s written consent. In the event that MS consents to the carry back of any Tax item by a member of the MSCI Group from a Post-Deconsolidation Period to a Pre-Deconsolidation Period or in the event that a member of the MSCI Group is required by applicable law to carry back a Tax item from a Post-Deconsolidation Period to a Pre-Deconsolidation Period, MS shall currently compensate the MSCI Group only for a Tax item that is carried back which does not result in the loss or deferral of any Tax attribute of any member of the MS Group. In the event that such item of a member of the MS Group is only deferred, MS shall make a payment to the MSCI Group in respect of such deferred item at the time the MS Group Actually Realizes the deferred Tax attribute. To the extent the MS Group suffers a permanent loss of such Tax attribute, no payment shall be made to the MSCI Group. (d) MSCI and MS hereby acknowledge and agree that Sections 6 and 7(a) are applicable only with respect to Pre-Deconsolidation Periods for which no final Return has been filed prior to the date hereof. (e) MSCI shall make payments to MS in respect of the Tax Benefit recognized by any member of the MSCI Group from the exercise of options on MS stock and the conversion of restricted MS stock units by employees of MSCI and the members of the MSCI Group.

Settlement Procedures; Certain Other Payments. (a) MS shall calculate settlement of the final federal, state, local and foreign Tax liability for all Pre-Deconsolidation Periods, and notify the MSCI Group of such settlement. Subject to Section 21 of this Agreement (relating to dispute resolution procedures), the MSCI Group shall pay to MS its share of such Tax liability, as determined under Sections 3, 4 and 5 of this Agreement, within twenty business days after receiving notice of such Tax liability from MS. Any amounts paid by any member of the MSCI Group pursuant to Section 6 and any amounts receivable by the MSCI Group in respect of a Separate Group Taxable Loss or Tax credit shall be included in determining the payments due from the MSCI Group. If the sum of any payments by the MSCI Group pursuant to Section 6, and any amounts receivable by the MSCI Group in respect of a Separate Group Taxable Loss or Tax credit exceed its Tax liability, such excess shall be refunded to the MSCI Group. Interest will be due on any underpayment or overpayment of Tax, computed from the date on which a final Return is filed, (i) if owed by the MSCI Group to MS on an underpayment, at the Underpayment Rate and (ii) if owed by MS to the MSCI Group on an overpayment, the Overpayment Rate. (b) If a portion or all of an unused loss or Tax credit is allocated to a member of the Consolidated Group, pursuant to Treasury Regulations Section 1.1502-21(b) or Treasury Regulations Section 1.1502-79, and is carried back or forward to a Taxable year in which such member filed a separate Return or consolidated, combined or unitary Return with an affiliated group that is not a Consolidated Group, any Refund or reduction in Tax liability arising from such carry back or carryover shall be retained by such member, subject to future audit adjustments. Notwithstanding the foregoing, MS, in its sole discretion, shall determine whether an election shall be made to relinquish the entire carry back period with respect to part or all of a consolidated net operating loss for any Pre-Deconsolidation Period in accordance with Treasury Regulations Section 1.1502-21(b)(3). (c) Notwithstanding Section 7(b) above, no member of the MSCI Group shall make any election to carry back any Tax item from a Post-Deconsolidation Period to a Pre-Deconsolidation Deconso1idation Period without MS’s written consent. In the event that MS consents to the carry back of any Tax item by a member of the MSCI Group from a Post-Post- Deconsolidation Period to a Pre-Deconsolidation Period or in the event that a member of the MSCI Group is required by applicable law to carry back a Tax item from a Post-Deconsolidation Period to a Pre-Pre- Deconsolidation Period, MS shall currently compensate the MSCI Group only for a Tax item that is carried back which does not result in the loss or deferral of any Tax attribute of any member of the MS Group. In the event that such item of a member of the MS Group is only deferred, MS shall make a payment to the MSCI Group in respect of such deferred item at the time the MS Group Actually Realizes the deferred Tax attribute. To the extent the MS Group suffers a permanent loss of such Tax attribute, no payment shall be made to the MSCI Group. (d) MSCI and MS hereby acknowledge and agree that Sections 6 and 7(a) are applicable only with respect to Pre-Deconsolidation Periods for which no final [mal Return has been filed prior to the date hereof. (e) MSCI shall make payments to MS in respect of the Tax Benefit recognized by any member of the MSCI Group from the exercise of options on MS stock and the conversion of restricted MS stock units by employees of MSCI and the members of the MSCI Group.

Settlement Procedures; Certain Other Payments. (a) MS Distributing shall calculate settlement of the final federal, state, local and foreign Tax liability for all Pre-Deconsolidation Distribution Periods, and notify the MSCI Controlled Group of such settlement. Subject to Section 21 of this Agreement (relating to dispute resolution procedures), the MSCI Controlled Group shall pay to MS Distributing its share of such Tax liability, as determined under Sections 3, 4 and 5 of this Agreement, within twenty business days after receiving notice of such Tax liability from MSDistributing. Any amounts paid by any member of the MSCI Controlled Group pursuant to Section 6 and any amounts receivable by the MSCI Controlled Group in respect of a Separate Group Taxable Loss or Tax credit shall be included in determining the payments due from the MSCI Controlled Group. If the sum of any payments by the MSCI Controlled Group pursuant to Section 6, and any amounts receivable by the MSCI Controlled Group in respect of a Separate Group Taxable Loss or Tax credit exceed its Tax liability, such excess shall be refunded to the MSCI Controlled Group. Interest will be due on any underpayment or overpayment of Tax, computed from the date on which a final Return is filed, (i) if owed by the MSCI Controlled Group to MS Distributing on an underpayment, at the Underpayment Rate and (ii) if owed by MS Distributing to the MSCI Controlled Group on an overpayment, the Overpayment Rate. (b) If a portion or all of an unused loss or Tax credit is allocated to a member of the Consolidated Group, pursuant to Treasury Regulations Section 1.1502-21(b) or Treasury Regulations Section 1.1502-79, and is carried back or forward to a Taxable year in which such member filed a separate Return or consolidated, combined or unitary Return with an affiliated group that is not a Consolidated Group, any Refund or reduction in Tax liability arising from such carry back or carryover shall be retained by such member, subject to future audit adjustments. Notwithstanding the foregoing, MSDistributing, in its sole discretion, shall determine whether an election shall be made to relinquish the entire carry back period with respect to part or all of a consolidated net operating loss for any Pre-Deconsolidation Distribution Period in accordance with Treasury Regulations Section 1.1502-21(b)(3). (c) Notwithstanding Section 7(b) above, no member of the MSCI Controlled Group shall make any election to carry back any Tax item from a Post-Deconsolidation Distribution Period to a Pre-Deconsolidation Distribution Period without MSDistributing’s written consent. In the event that MS Distributing consents to the carry back of any Tax item by a member of the MSCI Controlled Group from a Post-Deconsolidation Distribution Period to a Pre-Deconsolidation Distribution Period or in the event that a member of the MSCI Controlled Group is required by applicable law to carry back a Tax item from a Post-Deconsolidation Distribution Period to a Pre-Deconsolidation Distribution Period, MS Distributing shall currently compensate the MSCI Controlled Group only for a Tax item that is carried back which does not result in the loss or deferral of any Tax attribute of any member of the MS Distributing Group. In the event that such item of a member of the MS Distributing Group is only deferred, MS Distributing shall make a payment to the MSCI Controlled Group in respect of such deferred item at the time the MS Distributing Group Actually Realizes the deferred Tax attribute. To the extent the MS Distributing Group suffers a permanent loss of such Tax attribute, no payment shall be made to the MSCI Controlled Group. (d) MSCI Controlled and MS Distributing hereby acknowledge and agree that Sections 6 and 7(a) are applicable only with respect to Pre-Deconsolidation Distribution Periods for which no final Return has been filed prior to the date hereof. (e) MSCI In accordance with the past practice of Controlled and Distributing, Controlled shall continue to make payments to MS Distributing in respect of the Tax Benefit recognized by any member of the MSCI Group from the exercise of options on MS Distributing stock and the conversion of restricted MS Distributing stock units (i) prior to the Distribution, by employees of MSCI Controlled and the members of the MSCI Controlled Group, and (ii) after the Distribution, by former employees of Controlled and the members of the Controlled Group.

Settlement Procedures; Certain Other Payments. (a) MS Distributing shall calculate settlement of the final federal, state, local and foreign Tax liability for all Pre-Deconsolidation Distribution Periods, and notify the MSCI Controlled Group of such settlement. Subject to Section 21 of this Agreement (relating to dispute resolution procedures), the MSCI Controlled Group shall pay to MS Distributing its share of such Tax liability, as determined under Sections 3, 4 and 5 of this Agreement, within twenty business days after receiving notice of such Tax liability from MSDistributing. Any amounts paid by any member of the MSCI Controlled Group pursuant to Section 6 and any amounts receivable by the MSCI Controlled Group in respect of a Separate Group Taxable Loss or Tax credit shall be included in determining the payments due from the MSCI Controlled Group. If the sum of any payments by the MSCI Controlled Group pursuant to Section 6, and any amounts receivable by the MSCI Controlled Group in respect of a Separate Group Taxable Loss or Tax credit exceed its Tax liability, such excess shall be refunded to the MSCI Controlled Group. Interest will be due on any underpayment or overpayment of Tax, computed from the date on which a final Return is filed, (i) if owed by the MSCI Controlled Group to MS Distributing on an underpayment, at the Underpayment Rate and (ii) if owed by MS Distributing to the MSCI Controlled Group on an overpayment, the Overpayment Rate. (b) If a portion or all of an unused loss or Tax credit is allocated to a member of the Consolidated Group, pursuant to Treasury Regulations Section 1.1502-21(b) or Treasury Regulations Section 1.1502-79, and is carried back or forward to a Taxable year in which such member filed a separate Return or consolidated, combined or unitary Return with an affiliated group that is not a Consolidated Group, any Refund or reduction in Tax liability arising from such carry back or carryover shall be retained by such member, subject to future audit adjustments. Notwithstanding the foregoing, MSDistributing, in its sole discretion, shall determine whether an election shall be made to relinquish the entire carry back period with respect to part or all of a consolidated net operating loss for any Pre-Deconsolidation Distribution Period in accordance with Treasury Regulations Section 1.1502-21(b)(3). (c) Notwithstanding Section 7(b) above, no member of the MSCI Controlled Group shall make any election to carry back any Tax item from a Post-Deconsolidation Distribution Period to a Pre-Deconsolidation Distribution Period without MSDistributing’s written consent. In the event that MS Distributing consents to the carry back of any Tax item by a member of the MSCI Controlled Group from a Post-Deconsolidation Distribution Period to a Pre-Deconsolidation Distribution Period or in the event that a member of the MSCI Controlled Group is required by applicable law to carry back a Tax item from a Post-Deconsolidation Distribution Period to a Pre-Deconsolidation Distribution Period, MS Distributing shall currently compensate the MSCI Controlled Group only for a Tax item that is carried back which does not result in the loss or deferral of any Tax attribute of any member of the MS Distributing Group. In the event that such item of a member of the MS Distributing Group is only deferred, MS Distributing shall make a payment to the MSCI Controlled Group in respect of such deferred item at the time the MS Distributing Group Actually Realizes the deferred Tax attribute. To the extent the MS Distributing Group suffers a permanent loss of such Tax attribute, no payment shall be made to the MSCI Controlled Group. (d) MSCI Controlled and MS Distributing hereby acknowledge and agree that Sections 6 and 7(a) are applicable only with respect to Pre-Deconsolidation Pre- Distribution Periods for which no final Return has been filed prior to the date hereof. (e) MSCI In accordance with the past practice of Controlled and Distributing, Controlled shall continue to make payments to MS Distributing in respect of the Tax Benefit recognized by any member of the MSCI Group from the exercise of options on MS Distributing stock and the conversion of restricted MS Distributing stock units (i) prior to the Distribution, by employees of MSCI Controlled and the members of the MSCI Controlled Group, and (ii) after the Distribution, by former employees of Controlled and the members of the Controlled Group.

Settlement Procedures; Certain Other Payments. (a) MS Distributing shall calculate settlement of the final federal, state, local and foreign Tax liability for all Pre-Deconsolidation Distribution Periods, and notify the MSCI Controlled Group of such settlement. Subject to Section 21 of this Agreement (relating to dispute resolution procedures), the MSCI Controlled Group shall pay to MS Distributing its share of such Tax liability, as determined under Sections 3, 4 and 5 of this Agreement, within twenty business days after receiving notice of such Tax liability from MSDistributing. Any amounts paid by any member of the MSCI Controlled Group pursuant to Section 6 and any amounts receivable by the MSCI Controlled Group in respect of a Separate Group Taxable Loss or Tax credit shall be included in determining the payments due from the MSCI Controlled Group. If the sum of any payments by the MSCI Controlled Group pursuant to Section 6, and any amounts receivable by the MSCI Controlled Group in respect of a Separate Group Taxable Loss or Tax credit exceed its Tax liability, such excess shall be refunded to the MSCI Controlled Group. Interest will be due on any underpayment or overpayment of Tax, computed from the date on which a final Return is filed, (i) if owed by the MSCI Controlled Group to MS Distributing on an underpayment, at the Underpayment Rate and (ii) if owed by MS Distributing to the MSCI Controlled Group on an overpayment, the Overpayment Rate. (b) If a portion or all of an unused loss or Tax credit is allocated to a member of the Consolidated Group, pursuant to Treasury Regulations Section 1.1502-21(b) or Treasury Regulations Section 1.1502-79, and is carried back or forward to a Taxable year in which such member filed a separate Return or consolidated, combined or unitary Return with an affiliated group that is not a Consolidated Group, any Refund or reduction in Tax liability arising from such carry back or carryover shall be retained by such member, subject to future audit adjustments. Notwithstanding the foregoing, MSDistributing, in its sole discretion, shall determine whether an election shall be made to relinquish the entire carry back period with respect to part or all of a consolidated net operating loss for any Pre-Deconsolidation Distribution Period in accordance with Treasury Regulations Section 1.1502-21(b)(3). (c) Notwithstanding Section 7(b) above, no member of the MSCI Controlled Group shall make any election to carry back any Tax item from a Post-Deconsolidation Distribution Period to a Pre-Deconsolidation Distribution Period without MSDistributing’s written consent. In the event that MS Distributing consents to the carry back of any Tax item by a member of the MSCI Controlled Group from a Post-Deconsolidation Distribution Period to a Pre-Deconsolidation Distribution Period or in the event that a member of the MSCI Controlled Group is required by applicable law to carry back a Tax item from a Post-Deconsolidation Distribution Period to a Pre-Deconsolidation Distribution Period, MS Distributing shall currently compensate the MSCI Controlled Group only for a Tax item that is carried back which does not result in the loss or deferral of any Tax attribute of any member of the MS Distributing Group. In the event that such item of a member of the MS Distributing Group is only deferred, MS Distributing shall make a payment to the MSCI Controlled Group in respect of such deferred item at the time the MS Distributing Group Actually Realizes the deferred Tax attribute. To the extent the MS Distributing Group suffers a permanent loss of such Tax attribute, no payment shall be made to the MSCI Controlled Group. (d) MSCI and MS hereby acknowledge and agree that Sections 6 and 7(a) are applicable only with respect to Pre-Deconsolidation Periods for which no final Return has been filed prior to the date hereof. (e) MSCI shall make payments to MS in respect of the Tax Benefit recognized by any member of the MSCI Group from the exercise of options on MS stock and the conversion of restricted MS stock units by employees of MSCI and the members of the MSCI Group.