Common use of Certain Deductions Clause in Contracts

Certain Deductions. (a) (i) In the event a Citigroup Compensation Item is included in a Tax Return of Legg Mason or its Affiliates, Citigroup shall provide Legg Mason on a timely basis with such information, documentation and assistance as is necessary or otherwise reasonably requested by Legg Mason in order to compute the Citigroup Compensation Item, and to satisfy any and all reporting, withholding and payroll Tax obligations under the Code and applicable state, local or foreign Requirements of Law. Citigroup shall indemnify and hold the Legg Mason Indemnitees harmless against (A) the employer’s portion of any payroll or similar Taxes relating to the Citigroup Compensation Items that are actually imposed and paid; (B) Taxes imposed as a result of the failure of Citigroup to provide information as required by this Section 8.13(a)(i); and (C) all reasonable out-of-pocket costs incurred in claiming deductions in respect of any Citigroup Compensation Item and in processing or administering the information related to any Citigroup Compensation Item.