Common use of Tax Clause Clause in Contracts

Tax Clause. In the event the taxing authority or any court of any state in which LICENSEE has tax nexus, finds SESAC to be liable for the payment of any tax (other than state income tax), the following conditions shall apply: A. LICENSEE shall pay, within thirty (30) days of demand by SESAC, the pro rata share of any such tax assessed against SESAC, provided however, that if SESAC, in its sole discretion, shall contest the assessment of such tax, then SESAC shall make no demand until after the termination of such contest; B. If SESAC determines not to contest the assessment, then LICENSEE shall have the right to contest the assessment at its own expense, with reasonable cooperation from SESAC; C. SESAC shall furnish to LICENSEE all documents regarding the assessment of any such tax that LICENSEE reasonably requests in writing, but only if such documents specifically and directly relate to LICENSEE’s proportion of such assessment, and no such document is or could be considered confidential or contains proprietary information of any other licensee of SESAC or specifically relates to any other licensee’s proportion of any assessment. SESAC shall also give LICENSEE the opportunity to consult with it with respect to such tax assessment; and D. LICENSEE shall not be responsible for its share of any such tax if SESAC fails to demand payment therefor within two (2) years after assessment of such tax by the competent authority, or, if SESAC contests the assessment, within one (1) year after the termination of such contest.

Tax Clause. In the event the taxing authority or any court of any state in which LICENSEE has tax nexus, finds SESAC to be liable for the payment of any tax (other than state income tax), the following conditions shall apply: A. LICENSEE shall pay, within thirty (30) days of demand by SESAC, the pro rata share of any such tax assessed against SESAC, provided however, that if SESAC, in its sole discretion, shall contest the assessment of such tax, then SESAC shall make no demand until after the termination of such contest; B. If SESAC determines not to contest the assessment, then LICENSEE shall have the right to contest the assessment at its own expense, with reasonable cooperation from SESAC; C. SESAC shall furnish to LICENSEE all documents regarding the assessment of any such tax that LICENSEE reasonably requests in writing, but only if such documents specifically and directly relate to LICENSEE’s proportion of such assessment, and no such document is or could be considered confidential or contains proprietary information of any other licensee of SESAC or specifically relates to any other licensee’s proportion of any assessment. SESAC shall also give LICENSEE the opportunity to consult with it with respect to such tax assessment; and D. LICENSEE shall not be responsible for its share of any such tax if SESAC fails to demand payment therefor within two (2) years after assessment of such tax by the competent authority, or, if SESAC contests the assessment, within one (1) year after the termination of such contest.