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.

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.