Common use of Adjustments Resulting in Underpayments Clause in Contracts

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store Group in accordance with Section 2 and Corner Store shall pay to Valero any amount due Valero (or Valero shall pay Corner Store any amount due Corner Store) under Section 2 within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c).

Appears in 4 contracts

Samples: Tax Matters Agreement, Tax Matters Agreement (CST Brands, Inc.), Tax Matters Agreement (CST Brands, Inc.)

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Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store Zoetis Group in accordance with Section 2 and Corner Store Zoetis shall pay to Valero Pfizer any amount due Valero Pfizer (or Valero Pfizer shall pay Corner Store Zoetis any amount due Corner StoreZoetis) under Section 2 within 30 days 20 Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c4.01(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c4.01(c).

Appears in 4 contracts

Samples: Tax Matters Agreement, Tax Matters Agreement (Zoetis Inc.), Tax Matters Agreement (Zoetis Inc.)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store KLX Group (or the B/E Group) in accordance with Section 2 and Corner Store KLX shall pay to Valero B/E any amount due Valero B/E (or Valero B/E shall pay Corner Store KLX any amount due Corner StoreKLX) under Section 2 within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c5.2(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c5.2(c).

Appears in 4 contracts

Samples: And Indemnification Agreement, Separation and Distribution Agreement (KLX Inc.), Tax Sharing and Indemnification Agreement (KLX Inc.)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store Residential Group in accordance with Section 2 Article II and Corner Store Residential shall pay to Valero Altisource any amount due Valero Altisource (or Valero Altisource shall pay Corner Store Residential any amount due Corner StoreResidential) under Section 2 Article II within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c4.01(c) shall include interest computed at the Prime Base Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c4.01(c).

Appears in 3 contracts

Samples: Tax Matters Agreement (Altisource Residential Corp), Tax Matters Agreement (Altisource Portfolio Solutions S.A.), Tax Matters Agreement (Altisource Residential Corp)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store Chemours Group in accordance with Section 2 and Corner Store Chemours shall pay to Valero DuPont any amount due Valero DuPont (or Valero DuPont shall pay Corner Store Chemours any amount due Corner StoreChemours) under Section 2 within 30 days 20 Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c4.01(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c4.01(c).

Appears in 3 contracts

Samples: Tax Matters Agreement (Dupont E I De Nemours & Co), Tax Matters Agreement (Chemours Co), Tax Matters Agreement (Chemours Company, LLC)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store Freescale Group in accordance with Section 2 and Corner Store Freescale shall pay to Valero MINC any amount due Valero MINC (or Valero MINC shall pay Corner Store Freescale any amount due Corner StoreFreescale) under Section 2 within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c).

Appears in 3 contracts

Samples: Tax Sharing Agreement (Freescale Semiconductor Inc), Tax Sharing Agreement (Motorola Inc), Tax Sharing Agreement (Freescale Semiconductor Inc)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store Altisource Group in accordance with Section 2 Article II and Corner Store Altisource shall pay to Valero OFC any amount due Valero OFC (or Valero OFC shall pay Corner Store Altisource any amount due Corner StoreAltisource) under Section 2 Article II within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c5.01(c) shall include interest computed at the Prime Base Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c5.01(c).

Appears in 3 contracts

Samples: Tax Matters Agreement (Ocwen Financial Corp), Tax Matters Agreement (Altisource Portfolio Solutions S.A.), Tax Matters Agreement (Altisource Portfolio Solutions S.A.)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company Party shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company Party shall compute the amount attributable to the Corner Store Concentrix Group in accordance with Section 2 and Corner Store Concentrix shall pay to Valero SYNNEX any amount due Valero SYNNEX (or Valero SYNNEX shall pay Corner Store Concentrix any amount due Corner StoreConcentrix) under Section 2 within 30 45 days from the later of (i) the date the additional Tax was paid by the Responsible Company Party or (ii) the date of receipt of a written notice and demand from the Responsible Company Party for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company Party to the date of the payment under this Section 5.02(c5.01(c).

Appears in 3 contracts

Samples: Tax Matters Agreement (Synnex Corp), Tax Matters Agreement (Concentrix Corp), Tax Matters Agreement (Concentrix Corp)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store NSAM Group in accordance with Section 2 Article II and Corner Store NSAM shall pay to Valero NorthStar Realty any amount due Valero NorthStar Realty (or Valero NorthStar Realty shall pay Corner Store NSAM any amount due Corner StoreNSAM) under Section 2 Article II within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c4.01(c) shall include interest computed at the Prime Base Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c4.01(c).

Appears in 3 contracts

Samples: Tax Disaffiliation Agreement (Northstar Realty Finance Corp.), Tax Disaffiliation Agreement (NorthStar Asset Management Group Inc.), Tax Disaffiliation Agreement (NorthStar Asset Management Group Inc.)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store AAMC Group in accordance with Section 2 Article II and Corner Store AAMC shall pay to Valero Altisource any amount due Valero Altisource (or Valero Altisource shall pay Corner Store AAMC any amount due Corner StoreAAMC) under Section 2 Article II within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c4.01(c) shall include interest computed at the Prime Base Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c4.01(c).

Appears in 3 contracts

Samples: Tax Matters Agreement (Altisource Asset Management Corp), Tax Matters Agreement (Altisource Portfolio Solutions S.A.), Tax Matters Agreement (Altisource Asset Management Corp)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount of such additional Tax attributable to the Corner Store SpinCo Group and the Parent Group, respectively, shall be computed in accordance with Section 2 and Corner Store 2. If the Responsible Company is Parent, SpinCo shall pay to Valero Parent any amount due Valero (or Valero shall pay Corner Store any amount due Corner Store) for which SpinCo is responsible under Section 2 within 30 days from following the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c5.01(d) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c5.01(d).

Appears in 3 contracts

Samples: Tax Matters Agreement (Knife River Holding Co), Tax Matters Agreement (Mdu Resources Group Inc), Tax Matters Agreement (Knife River Holding Co)

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Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store HPQ Co Group (or the Unimin Group) in accordance with Section 2 and Corner Store HPQ Co shall pay to Valero Unimin any amount due Valero Unimin (or Valero Unimin shall pay Corner Store HPQ Co any amount due Corner StoreHPQ Co) under Section 2 within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c5.3(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c5.3(c).

Appears in 2 contracts

Samples: Tax Matters Agreement (Covia Holdings Corp), Stockholders Agreement (Fairmount Santrol Holdings Inc.)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Tax Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store BHS Group in accordance with Section 2 Article II and Corner Store BHS shall pay to Valero Brink’s any amount due Valero Brink’s (or Valero Brink’s shall pay Corner Store BHS any amount due Corner StoreBHS) under Section 2 Article II within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c5.01(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c5.01(c).

Appears in 2 contracts

Samples: Tax Matters Agreement (Brink's Home Security Holdings, Inc.), Tax Matters Agreement (Brinks Co)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store Wireline Group in accordance with Section 2 and Corner Store Wireline shall pay to Valero NTELOS any amount due Valero NTELOS (or Valero NTELOS shall pay Corner Store Wireline any amount due Corner StoreWireline) under Section 2 within 30 days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c).

Appears in 2 contracts

Samples: Tax Matters Agreement (Ntelos Holdings Corp), Matters Agreement (NTELOS Wireline One Inc.)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store Group in accordance with Section 2 Semiconductor Taxes and Corner Store Semiconductor shall pay to Valero SunEdison any amount due Valero SunEdison (or Valero SunEdison shall pay Corner Store Semiconductor any amount due Corner StoreSemiconductor, as the case may be) under Section 2 within 30 days twenty (20) Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c) 2.09 shall include interest in accordance with Section 13, computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c)2.09.

Appears in 1 contract

Samples: Tax Matters Agreement (SunEdison Semiconductor LTD)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store Arcosa Group in accordance with Section 2 and Corner Store Arcosa shall pay to Valero Trinity any amount TABLE OF CONTENTS due Trinity (or Trinity shall pay Arcosa any amount due Valero (or Valero shall pay Corner Store any amount due Corner StoreArcosa) under Section 2 within 30 days 20 Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c4.01(c) shall include interest computed at the Prime Rate based on the number of days from 10 Business Days after the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company, to the date of the payment under this Section 5.02(c4.01(c).

Appears in 1 contract

Samples: Tax Matters Agreement (Arcosa, Inc.)

Adjustments Resulting in Underpayments. In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Corner Store Chemours Group in accordance with Section 2 and Corner Store Chemours shall pay to Valero DuPont any amount due Valero DuPont (or Valero DuPont shall pay Corner Store Chemours any amount due Corner StoreChemours) under Section 2 within 30 days 20 Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 5.02(c4.01(c) shall include interest computed at the Prime Rate based on the number of days from the date the additional Tax was paid by the Responsible Company to the date of the payment under this Section 5.02(c4.01(c).. Section 4.02

Appears in 1 contract

Samples: Ii Tax Matters Agreement

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