Common use of Timing of Indemnification Payments Clause in Contracts

Timing of Indemnification Payments. Any payment and indemnification made pursuant to this Section 3 shall be made by the Indemnifying Party promptly, but, in any event, no later than: (i) in the case of an indemnification obligation with respect to any Tax Liabilities or Spin-Off Tax Liabilities, the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party is required to make a payment of taxes, interest, or penalties to the applicable Tax Authority (including a payment with respect to an assessment of a tax deficiency by any Taxing Jurisdiction or a payment made in settlement of an asserted tax deficiency) or realizes a reduced Refund; and (ii) in the case of any payment or indemnification of any Losses not otherwise described in clause (i) of this Section 3(d) (including, but not limited to, any Losses described in clause (b) or (c) of the definition of Tax-Related Losses, attorneys’ fees and expenses and other indemnifiable Losses), the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party makes a payment thereof.

Timing of Indemnification Payments. Any payment and with respect to any indemnification made obligation pursuant to this Section 3 4 shall be made by the Indemnifying Party promptly, but, in any event, no later than: (i) in the case of an indemnification obligation with respect to any SpinCo Tax Liabilities, Spin-Off Tax Liabilities, Income Tax Liabilities or Spin-Off Other Tax Liabilities, the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party is required to make a payment of taxes, interest, or penalties to the applicable Tax Authority (including a payment with respect to an assessment of a tax deficiency by any Taxing Jurisdiction or a payment made in settlement of an asserted tax deficiency) or realizes a reduced Refund; and (ii) in the case of any payment or indemnification of any Losses not otherwise described in clause (i) of this Section 3(d4(c)(i) (including, but not limited to, any Losses described in clause (b) or (c) of the definition of Tax-Related Losses, attorneys’ fees and expenses and other indemnifiable Losses), the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party makes a payment thereof.

Timing of Indemnification Payments. Any indemnification payment and indemnification required to made pursuant to this Section 3 (other than a payment for any Tax Benefit, the timing of which is provided in Section 3(c)) shall be made by the Indemnifying Party promptly, but, in any event, no later than: (i) in the case of an indemnification obligation with respect to any Tax Liabilities liabilities or Spin-Off Tax LiabilitiesRefunds, the later of (A) five Business Days (5) days after the Indemnified Party notifies the Indemnifying Party in writing and (B) five Business Days (5) days prior to the date the Indemnified Party is required to make a payment of taxes, interest, or penalties Taxes to the applicable Tax Authority (including a payment with respect to an assessment of a tax Tax deficiency by any Taxing Jurisdiction or a payment made in settlement of an asserted tax Tax deficiency) or realizes Actually Realizes a reduced Refund; and (ii) in the case of any indemnification payment or indemnification of for any Losses not otherwise described in clause (i) of this Section 3(d3(d)(i) (including, but not limited to, any Losses described in clause (b) or (c) of the definition of Tax-Related Losses, attorneys’ fees and expenses and other indemnifiable Losses), the later of (A) five Business Days (5) days after the Indemnified Party notifies the Indemnifying Party in writing and (B) five Business Days (5) days prior to the date the Indemnified Party makes is required to make a payment thereof.

Timing of Indemnification Payments. Any payment and with respect to any indemnification made obligation pursuant to this Section 3 4 shall be made by the Indemnifying Party promptly, but, in any event, no later than: (i) in the case of an indemnification obligation with respect to any Horizon Tax Liabilities, Spin-Off Tax Liabilities, Income Tax Liabilities or Spin-Off Other Tax Liabilities, the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party is required to make a payment of taxes, interest, or penalties to the applicable Tax Authority (including a payment with respect to an assessment of a tax deficiency by any Taxing Jurisdiction or a payment made in settlement of an asserted tax deficiency) or realizes a reduced Refund; and (ii) in the case of any payment or indemnification of any Losses not otherwise described in clause (i) of this Section 3(d4(c)(i) (including, but not limited to, any Losses described in clause (b) or (c) of the definition of TaxSpin-Off-Related Losses, attorneys’ fees and expenses and other indemnifiable Losses), the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party makes a payment thereof.

Timing of Indemnification Payments. Any indemnification payment and indemnification required to made pursuant to this Section 3 (other than a payment for any Tax Benefit, the timing of which is provided in Section 3(c)) shall be made by the Indemnifying Party promptly, but, in any event, no later than: (i) in the case of an indemnification obligation with respect to any Tax Liabilities or Spin-Off Tax Liabilities, the later of (A) five Business Days (5) days after the Indemnified Party notifies the Indemnifying Party in writing and (B) five Business Days (5) days prior to the date the Indemnified Party is required to make a payment of taxes, interest, or penalties Taxes to the applicable Tax Authority (including a payment with respect to an assessment of a tax deficiency by any Taxing Jurisdiction or a payment made in settlement of an asserted tax deficiency) or realizes a reduced Refund; and (ii) in the case of any indemnification payment or indemnification of for any Losses not otherwise described in clause (i) of this Section 3(d) (including, but not limited to, any Losses described in clause (b) or (c) of the definition of Tax-Related Losses, attorneys’ fees and expenses and other indemnifiable Losses), the later of (A) five Business Days (5) days after the Indemnified Party notifies the Indemnifying Party in writing and (B) five Business Days (5) days prior to the date the Indemnified Party makes is required to make a payment thereof.

Timing of Indemnification Payments. Any indemnification payment and indemnification required to made pursuant to this Section 3 (other than a payment for any Tax Benefit, the timing of which is provided in Section 3(c)) shall be made by the Indemnifying Party promptly, but, in any event, no later than: (i) in the case of an indemnification obligation with respect to any Tax Liabilities or Spin-Off Tax Liabilities, the later of (A) [five Business Days (5)] days after the Indemnified Party notifies the Indemnifying Party in writing and (B) [five Business Days (5)] days prior to the date the Indemnified Party is required to make a payment of taxes, interest, or penalties Taxes to the applicable Tax Authority (including a payment with respect to an assessment of a tax deficiency by any Taxing Jurisdiction or a payment made in settlement of an asserted tax deficiency) or realizes a reduced Refund; and (ii) in the case of any indemnification payment or indemnification of for any Losses not otherwise described in clause (i) of this Section 3(d) (including, but not limited to, any Losses described in clause (b) or (c) of the definition of Tax-Related Losses, attorneys’ fees and expenses and other indemnifiable Losses), the later of (A) [five Business Days (5)] days after the Indemnified Party notifies the Indemnifying Party in writing and (B) [five Business Days (5)] days prior to the date the Indemnified Party makes is required to make a payment thereof.

Timing of Indemnification Payments. Any payment and with respect to any indemnification made obligation pursuant to this Section 3 4 shall be made by the Indemnifying Party promptly, but, in any event, no later than: (i) in the case of an indemnification obligation with respect to any Income Tax Liabilities or Spin-Off Other Tax Liabilities, the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party is required to make a payment of taxes, interest, or penalties to the applicable Tax Authority (including a payment with respect to an assessment of a tax deficiency by any Taxing Jurisdiction or a payment made in settlement of an asserted tax deficiency) or realizes a reduced Refund; and (ii) in the case of any payment or indemnification of any Losses not otherwise described in clause (i) of this Section 3(d4(c)(i) (including, but not limited to, any Losses described in clause (b) or (c) of the definition of TaxSpin-Off-Related Losses, attorneys’ fees and expenses and other indemnifiable Losses), the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party makes a payment thereof.

Timing of Indemnification Payments. Any payment and with respect to any indemnification made obligation pursuant to this Section 3 4 shall be made by the Indemnifying Party promptly, but, in any event, no later than: (i) in the case of an indemnification obligation with respect to any Inome Tax Liabilities or Spin-Off Other Tax Liabilities, the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party is required to make a payment of taxes, interest, or penalties to the applicable Tax Authority (including a payment with respect to an assessment of a tax deficiency by any Taxing Jurisdiction or a payment made in settlement of an asserted tax deficiency) or realizes a reduced Refund; and (ii) in the case of any payment or indemnification of any Losses not otherwise described in clause (i) of this Section 3(d4(c)(i) (including, but not limited to, any Losses described in clause (b) or (c) of the definition of TaxSpin-Off-Related Losses, attorneys’ fees and expenses and other indemnifiable Losses), the later of (A) five Business Days after the Indemnified Party notifies the Indemnifying Party and (B) five Business Days prior to the date the Indemnified Party makes a payment thereof.