Special Timing Rules Sample Clauses
The "Special Timing Rules" clause establishes specific deadlines or schedules that differ from the standard timing provisions in an agreement. It may set out unique timeframes for certain actions, such as notice periods, delivery dates, or performance milestones, which override or supplement the general timing rules elsewhere in the contract. This clause ensures that parties are aware of and adhere to particular timing requirements for critical obligations, thereby reducing the risk of misunderstandings or disputes related to deadlines.
Special Timing Rules. If any indemnification or other payment is required to be made under Section 5 and Section 6 of this Agreement upon the actual or deemed realization by the Indemnifying Party of a Tax Benefit, such payment shall be made no later than 30 days after the earlier of (a) the filing or (b) the due date (including extensions) of the Tax Return with respect to which such Tax Benefit is realized. The Parties shall cooperate in good faith in enforcing the provisions of this Section 9.2, which cooperation shall include the provision of reasonable access to the Tax Returns of the Indemnifying Party by the Indemnified Party in order to determine the amount of any indemnification or other payment to be made pursuant to this Section 9.2.
Special Timing Rules. Notwithstanding the foregoing, if the termination giving rise to the payments described in Paragraph 2 is not a “Separation from Service” within the meaning of Treas. Reg. § 1.409A-1(h)(1) (or any successor provision), then the amounts otherwise payable pursuant to Paragraph 2 will be deferred without interest and will not be paid until you experiences a Separation from Service. In addition, to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successor provision) is necessary to avoid the application of an additional tax under Section 409A of the Internal Revenue Code of 1986, as amended, to amounts payable under Paragraph 2, those amounts that would otherwise be paid within six months following your Separation from Service (taking into account the preceding sentence of this paragraph) will instead be deferred without interest and paid to you in a lump sum immediately following that six-month period. This provision shall not be construed as preventing the application of Treas. Reg. § 1.409A-1(b)(9)(iii) to amounts payable hereunder.