Common use of Tax Liability and Benefit Payments Clause in Contracts

Tax Liability and Benefit Payments. For each taxable period to which the Master Agreement is applicable, MEH shall utilize the calculation made by Edison International under the Master Agreement of the amount of the Separate Tax Liability or Separate Tax Benefit (as such terms are defined in the Master Agreement) of EME and its Lower Tier Subsidiaries. On each date that any payment under the Master Agreement is to be made or received by MEH (or would have been made or received if an amount had been owed or receivable), EME shall pay to MEH the amount by which (a) the aggregate of the Separate Tax Liability of EME, if it has a Separate Tax Liability, and the Separate Tax Liabilities of each of its Lower Tier Subsidiaries which has a Separate Tax Liability, exceeds (b) the aggregate of the Separate Tax Benefit of EME, if it has a Separate Tax Benefit, and the Separate Tax Benefits of each of its Lower Tier Subsidiaries which has a Separate Tax Benefit. If, for any such taxable period, (a) the aggregate of the Separate Tax Benefit of EME, if it has a Separate Tax Benefit, and the Separate Tax Benefits of each of its Lower Tier Subsidiaries which has a Separate Tax Benefit exceeds (b) the aggregate of the Separate Tax Liability of EME, if it has a Separate Tax Liability, and the Separate Tax Liabilities of each of its Lower Tier Subsidiaries which has a Separate Tax Liability, MEH shall pay to EME an amount equal to such excess. All payments by either of MEH or EME shall be made without setoff, counterclaim or deduction of any kind whatsoever, and whether or not payment is due or has been received from Edison International under the Master Agreement or from Mission Group under the Group Agreement. EME and its subsidiaries shall provide to Edison International, Mission Group, and MEH, on a monthly basis, or upon demand as necessary, all relevant information necessary to calculate federal and state tax liabilities and payments.

Tax Liability and Benefit Payments. For each taxable period to which the Master Agreement is applicable, MEH Mission Group shall utilize the calculation made by Edison International Parent under the Master Agreement of the amount of the Separate Tax Liability or Separate Tax Benefit (as such terms are defined in the Master Agreement) of EME and its Lower Tier each of the Subsidiaries. On each date that any payment under the Master Agreement is to be made or received by MEH Mission Group (or would have been made or received if an amount had been owed or receivable), EME (a) Edison Capital shall pay to MEH Mission Group an amount equal to the aggregate of the Separate Tax Liabilities of Edison Capital and of each Subsidiary which is owned directly or indirectly by Edison Capital for such taxable period (without deducting, with respect to any such member, the amount of any Separate Tax Benefit of any other member) and (b) Mission Group shall pay to Edison Capital an amount equal to the aggregate of the Separate Tax Benefits of Edison Capital and of each Subsidiary which is owned directly or indirectly by Edison Capital (without deducting, with respect to any such member, the amount of any Separate Tax Liability of any other member). On each date that any payment under the Master Agreement is to be made or received by Mission Group (or would have been made or received if an amount had been owed or receivable), each of the First Tier Subsidiaries (other than Edison Capital) shall pay to Mission Group the amount by which (a) the aggregate of the Separate Tax Liability of EMEsuch First Tier Subsidiary, if it has a Separate Tax Liability, and the Separate Tax Liabilities of each of its the Subsidiaries which is owned directly or indirectly by such First Tier Subsidiary ("Lower Tier Subsidiaries Subsidiaries") and which has a Separate Tax Liability, exceeds (b) the aggregate of the Separate Tax Benefit of EMEsuch First Tier Subsidiary, if it has a Separate Tax Benefit, and the Separate Tax Benefits of each of its Lower Tier Subsidiaries which has a Separate Tax Benefit. If, for any such taxable period, (a) the aggregate of the Separate Tax Benefit of EMEa First Tier Subsidiary (other than Edison Capital), if it has a Separate Tax Benefit, and the Separate Tax Benefits of each of its Lower Tier Subsidiaries which has a Separate Tax Benefit exceeds (b) the aggregate of the Separate Tax Liability of EMEsuch First Tier Subsidiary, if it has a Separate Tax Liability, and the Separate Tax Liabilities of each of its Lower Tier Subsidiaries which has a Separate Tax Liability, MEH Mission Group shall pay to EME such First Tier Subsidiary an amount equal to such excess. All payments either by either of MEH Mission Group or EME by any First Tier Subsidiary shall be made without setoff, counterclaim or deduction of any kind whatsoever, and whether or not payment is due or has been received from Edison International Parent under the Master Agreement or from Agreement. Mission Group under shall give notice to each of the First Tier Subsidiaries immediately after receipt of each invoice described in Section 4 of the Master Agreement, which notice shall state the date and amount of each payment to be made by Mission Group Agreementor the First Tier Subsidiary, as the case may be. EME and its subsidiaries Each of the First Tier Subsidiaries shall provide (or cause to Edison International, Mission Group, and MEH, be provided) to Parent on a monthly basis, or upon demand as necessary, all relevant information necessary to calculate federal and state tax liabilities and paymentspayments for itself and its Subsidiaries.

Tax Liability and Benefit Payments. For each taxable period to which the Master Agreement is applicable, MEH MEHC shall utilize the calculation made by Edison International EIX under the Master Agreement of the amount of the Separate Tax Liability or Separate Tax Benefit (as such terms are defined in the Master Agreement) of EME the First Tier Subsidiaries and its each of the Subsidiaries which is owned directly or indirectly by such First Tier Subsidiary (“Lower Tier Subsidiaries”). On each date that any payment under the Master Agreement is to be made or received by MEH MEHC (or would have been made or received if an amount had been owed or receivable), EME each of the First Tier Subsidiaries shall pay to MEH MEHC the amount by which (a) the aggregate of the Separate Tax Liability of EMEsuch First Tier Subsidiary, if it has a Separate Tax Liability, and the Separate Tax Liabilities of each of its the Lower Tier Subsidiaries which has a Separate Tax Liability, exceeds (b) the aggregate of the Separate Tax Benefit of EMEsuch First Tier Subsidiary, if it has a Separate Tax Benefit, and the Separate Tax Benefits of each of its Lower Tier Subsidiaries which has a Separate Tax Benefit. If, for any such taxable period, (a) the aggregate of the Separate Tax Benefit of EMEa First Tier Subsidiary, if it has a Separate Tax Benefit, and the Separate Tax Benefits of each of its Lower Tier Subsidiaries which has a Separate Tax Benefit exceeds (b) the aggregate of the Separate Tax Liability of EMEsuch First Tier Subsidiary, if it has a Separate Tax Liability, and the Separate Tax Liabilities of each of its Lower Tier Subsidiaries which has a Separate Tax Liability, MEH MEHC shall pay to EME such First Tier Subsidiary an amount equal to such excess. All payments either by either of MEH MEHC or EME by any First Tier Subsidiary shall be made without setoff, counterclaim or deduction of any kind whatsoever, and whether or not payment is due or has been received from Edison International EIX under the Master Agreement or from Mission Group EMG under the Group EMG Agreement. EME MEHC shall give notice to, and its subsidiaries invoice each of the First Tier Subsidiaries immediately after receipt of such invoice described in Section 1 of the EMG Agreement, which invoice shall state the date and the amount of each payment to be made by MEHC or the First Tier Subsidiary, as the case may be. Each of the First Tier Subsidiaries shall provide (or cause to Edison International, Mission Group, and MEH, be provided) to EIX on a monthly basis, or upon demand as necessary, all relevant information necessary necessary, to calculate federal and state tax liabilities and paymentspayments for itself and its Subsidiaries.