Common use of Indemnification Payments Clause in Contracts

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee no later than the later of (i) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from the other Party. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.

Indemnification Payments. (a) Except Indemnification required by this Article III shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as otherwise provided in and when bills are received or an Indemnifiable Loss is incurred. If the Indemnifying Party fails to make an indemnification payment required by this AgreementArticle III within 30 days after receipt of a ▇▇▇▇ therefore or notice that an Indemnifiable Loss has been incurred, if either the Indemnifying Party (the “Indemnitee”) is shall also be required to pay to a Taxing Authority a Tax or to another Person a payment in respect interest on the amount of a Taxsuch indemnification payment, Tax Related Costs and Expenses or Tax Related Loss that from the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result date of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation receipt of the amount due by such Indemnifying Party ▇▇▇▇ or notice of the Indemnified Loss to but not including the Indemnitee. The Indemnifying Party shall pay such amountdate of payment, including any Tax Related Costs and Expenses or Tax Related Losses, to at the Indemnitee no later than the later of (i) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from the other PartyApplicable Rate. (b) If, as a result The amount of any change claim by an Indemnitee under this Agreement shall be reduced to reflect any insurance proceeds actually received (net of costs or redeterminationany mandatory premium increases) by any Indemnitee that result from the Indemnifiable Losses that gave rise to such indemnity. Notwithstanding the foregoing, no Indemnitee will be obligated to seek recovery for any amount previously allocated Indemnifiable Losses from any Third Party before seeking indemnification under this Agreement and in no event will an Indemnifying Party's obligation to indemnify and borne by one Party hold harmless any Indemnitee pursuant to this Agreement be conditioned upon the provisions status of Article II is thereafter allocated to the other recovery of any offsetting amounts from any such Third Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a For all Tax Liability as a result of its receipt of a purposes and to the extent permitted by applicable Law, the Parties hereto shall treat any payment made pursuant to this Agreement Article III as a capital contribution or a distribution, as the Separation Agreementcase may be, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect immediately prior to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receiveDistribution.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Taxes, Tax, Tax -Related Costs and Expenses or Tax Tax-Related Loss that Losses for which the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Taxes, Tax, Tax -Related Costs and Expenses or Tax Tax-Related Loss Losses and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Tax-Related Costs and Expenses or Tax Tax-Related Losses, to the Indemnitee no later than the later of (i) thirty five (305) business days Business Days prior to the Due Date for such payment to the applicable Taxing Authority or Authority, and (ii) thirty five (305) business days Business Days after the receipt of notice from the other Party. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article ARTICLE II is thereafter allocated to the other Party, then, no later than thirty five (305) business days Business Days after such change or redetermination, such other Party shall pay to such the first Party the amount previously borne by such the first Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax Tax-Related Costs and Expenses or Tax Related LossesLosses attributable thereto, to the Indemnitee no later than the later of (i) thirty five (305) business days Business Days prior to the Due Date for date on which such payment is due to the applicable Taxing Authority or (ii) thirty (30) business days Business Days after the receipt of notice from the other Party. Any Tax indemnity payment required to be made pursuant to this Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Indemnifying Party by the Indemnitee pursuant to Section 2.8. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax item (or adjustment of such Tax item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days Business Days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If an Indemnitee receives a Party incurs Refund with respect to a Tax Liability as a result of its receipt of a Contest for which the Indemnifying Party made an indemnity payment to the Indemnitee pursuant to this Agreement or Section 5.2(a), the Separation Agreement, such payment Indemnitee shall be appropriately adjusted so that pay the amount of such Refund to the Indemnifying Party, such payment to the Indemnifying Party not to exceed such indemnity payment, reduced by the amount of all Taxes payable with respect to no later than thirty (30) Business Days after the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receiveRefund.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party If any Company (the “IndemniteePayor”) is required pursuant to Section 5.01 (or otherwise under applicable Tax Law) to pay to a Taxing Tax Authority a Tax or to for which another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party Company (the “Indemnifying Required Party”) is liable for liable, in whole or in part, under this AgreementAgreement (including, including as for the result avoidance of doubt, any administrative or judicial deposit required to be paid by the Payor to a Final DeterminationTax Authority or other Governmental Authority to pursue any Tax Contest, to the extent the Required Party would be liable under this Agreement for any Tax resulting from such Tax Contest), the Indemnitee Required Party shall notify reimburse the Indemnifying Party, in writing, Payor within 15 days of its obligation delivery by the Payor to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation the Required Party of an invoice for the amount due from the Required Party, accompanied by such Indemnifying evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. If the amount to be paid by the Required Party pursuant to this Section 5.02 is in excess of $25 million, then the Indemnitee. The Indemnifying Required Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee Payor no later than the later of (i) thirty seven business days after delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by a statement detailing the Taxes required to be paid and describing in reasonable detail the particulars relating thereto and (30ii) three business days prior to the Due Date due date for the payment of such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from the other PartyTax. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to All indemnification payments under this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so made by UTC directly to Carrier and/or Otis, by Carrier directly to UTC and/or Otis, and by Otis directly to UTC and/or Carrier; provided, however, that if the amount of such payment, reduced by the amount of all Taxes payable Companies mutually agree with respect to the receipt thereof any such indemnification payment, (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount i) any member of the UTC Group, on the one hand, may make such indemnification payment which to any member of the Party receiving relevant SpinCo Group, on the other hand, (ii) any member of the Carrier Group, on the one hand, may make such indemnification payment would otherwise be entitled to receiveany member of the UTC Group or the Otis Group, as applicable, on the other hand, and (iii) any member of the Otis Group, on the one hand, may make such indemnification payment to any member of the UTC Group or the Carrier Group, as applicable, on the other hand.

Indemnification Payments. (a) Except as otherwise provided in An Indemnitee shall be entitled to make a claim for payments pursuant to this Agreement, if either Agreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment. The Indemnitee shall provide to the Indemnifying Party notice of such claim within ten (10) days of the “Indemnitee”) is required date on which it first becomes so entitled to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreementclaim such payment, including as the result a description of such claim and a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its detailed calculation of the amount due by such Indemnifying Party to of the Indemnitee. The indemnification payment that is claimed; provided, however, that no delay on the part of the Indemnitee in notifying the Indemnifying Party shall pay such amountrelieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually and materially prejudiced thereby. Except as provided in paragraph (b), including any Tax Related Costs and Expenses or Tax Related Losses, the Indemnifying Party shall make the claimed payment to the Indemnitee no later than the later of within ten (i10) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after receiving such notice, unless the receipt of notice from Indemnifying Party reasonably disputes its liability for, or the other Partyamount of, such payment. (b) IfIf the Indemnitee will be obligated to make the payment described in paragraph (a) to a Taxing Authority or other third party (including expenses reimbursable under this Agreement), the Indemnifying Party shall not be obligated to pay the Indemnitee more than five (5) days before the Indemnitee incurs such expense or makes such payment. If the Indemnitee’s claim for payment arises from a payment that the Indemnifying Party will receive from a third party, such as a result of any change or redeterminationrefund, any amount previously allocated the Indemnifying Party shall not be obligated to and borne by one Party pursuant to pay the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty Indemnitee until five (305) business days after the Indemnifying Party receives such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redeterminationpayment. (c) If In the case of a Party incurs claim under Article II where no payment will be made to or received from a Tax Liability Taxing Authority, paragraph (b) shall be applied to the payments that would be made to or from a Taxing Authority if the SpinCo Group were treated as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of standalone group for all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receivetaxable periods.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the The Indemnitee shall notify the Indemnifying Party, Party promptly in writing, writing of its obligation discovery of any matter that does not involve a Tax Contest giving rise to pay the claim of indemnity pursuant to this Agreement. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from liability on account of this indemnification, except if and to the extent that the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall have 10 days from receipt of any such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation notice to give notice of a dispute of the amount due by such Indemnifying Party claim to the Indemnitee. The Indemnitee shall reasonably cooperate and assist the Indemnifying Party in determining the validity of any claim for indemnity by the Indemnified Party and in otherwise resolving such matters. Unless the Indemnifying Party gives notice of a dispute of the claim within such 10-day period, the Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, make the claimed payment to the Indemnitee no later than the later within 10 days after receiving notice of (i) thirty (30) business days prior to the Due Date Indemnitee’s payment of a Tax for such payment to which the applicable Taxing Authority Indemnifying Party is liable under this Agreement or (ii) thirty (30) business days after a Final Determination which results in the receipt of notice from Indemnifying Party becoming obligated to make a payment to the other PartyIndemnitee under this Agreement. (b) IfParent shall not be required to make any payments under this Agreement to Weyerhaeuser or any Weyerhaeuser Subsidiary until the aggregate amount of such payments due (but for this Section 5.03(b)) exceeds the net amount paid by WRECO to WNR after the date of the Transaction Agreement in respect of (without duplication), as a result (i) WRECO Group Taxes or (ii) payables that arise after the date of any change or redetermination, any amount previously allocated to and borne by one Party the Transaction Agreement pursuant to the provisions of Article II is Tax Allocation Agreement, dated January 1, 2010, between WNR and WRECO, and thereafter allocated Parent shall only be required to make payments to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result extent of such change or redetermination. excess. Weyerhaeuser will provide Parent with evidence of the amounts described in clauses (ci) If and (ii) above, in a Party incurs a Tax Liability as a result form mutually agreed upon by the parties. For purposes of its receipt calculating the net amount paid by WRECO to WNR in the previous sentence, any increase after the date of a payment pursuant to this the Transaction Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that in the amount of such payment, reduced by the amount Intercompany Debt in respect of all Taxes payable with respect to the receipt thereof or payables described in clause (but taking i) or (ii) above shall be taken into account all correlative Tax Benefits resulting as a payment from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled WRECO to receiveWNR.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party If any Company (the “IndemniteePayor”) is required under applicable Tax Law to pay to a Taxing Tax Authority a Tax or to that another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party Company (the “Indemnifying Required Party”) is liable for under this Agreement, including as the result of a Final Determination, Payor shall provide notice to the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation Required Party of the amount due due, accompanied by such Indemnifying evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Such Required Party shall have a period of 30 days after the receipt of notice to respond thereto. Unless the Required Party disputes the amount it is liable for under this Agreement, the Required Party shall reimburse the Payor within 45 days of delivery by the Payor of the notice described above. To the extent the Required Party does not agree with the amount the Payor claims the Required Party is liable for under this Agreement, the dispute shall be resolved in accordance with Section 14. Any reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the payment to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, Authority to the Indemnitee date of reimbursement under this Section 5.04. Notwithstanding anything to the contrary herein, if the amount to be paid pursuant to this Section 5.04 (excluding interest) is in excess of $1 million, then, no later than the later of (i) thirty 5 business days after delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by a statement detailing the Taxes required to be paid and describing in reasonable detail the particulars relating thereto, (30ii) 3 business days prior to the Due Date due date for the payment of such payment to Tax, the applicable Taxing Authority or (ii) thirty (30) business days after Required Party shall pay the receipt of notice from the other PartyPayor. (b) If, as a result of any change or redetermination, any amount previously allocated Any Tax indemnity payment required to and borne be made by one the Required Party pursuant to the provisions of Article II is thereafter allocated this Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Required Party by the other PartyCompany pursuant to Section 6. For the avoidance of doubt, then, no later than thirty a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax Item (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result adjustment of such change or redeterminationTax Item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to All indemnification payments under this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so made by Parent directly to SpinCo and by SpinCo directly to Parent; provided, however, that if the amount of such payment, reduced by the amount of all Taxes payable Companies mutually agree with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of any such Taxes)indemnification payment, shall equal the amount any member of the Parent Group, on the one hand, may make such indemnification payment which to any member of the Party receiving such payment would otherwise be entitled to receiveSpinCo Group, on the other hand, and vice versa.

Indemnification Payments. (a) Except as otherwise provided in An Indemnitee shall be entitled to make a claim for payment pursuant to this AgreementAgreement when the Indemnitee determines that it is entitled to such payment and the amount of such payment (including, if either Party (for the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect avoidance of doubt, the finalization of a Tax, Tax Related Costs and Expenses or Tax Related Loss that Return before filing). The Indemnitee shall provide to the other Indemnifying Party (notice of such claim within 10 days of the “Indemnifying Party”) is liable for under this Agreementdate on which it first so becomes entitled to claim such payment, including as the result a description of such claim and a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its detailed calculation of the amount due by such Indemnifying Party to of the Indemnitee. The indemnification payment that is claimed, provided, however, that no delay on the part of the Indemnitee in notifying the Indemnifying Party shall pay such amountrelieve the Indemnifying Party from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is actually and materially prejudiced thereby. Except as provided in paragraph (b), including any Tax Related Costs and Expenses or Tax Related Losses, the Indemnifying Party shall make the claimed payment to the Indemnitee no later than the later of (i) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business within 10 days after receiving such notice, unless the receipt of notice from Indemnifying Party reasonably disputes its liability for, or the other Partyamount of, such payment. (b) IfIf the Indemnitee shall be obligated to make the payment described in paragraph (a) to a Taxing Authority or other third party (including expenses reimbursable under this Agreement), the Indemnifying Party shall not be obligated to pay the Indemnitee more than 5 days before the Indemnitee incurs such expense or makes such payment. If the Indemnitee’s claim for payment arises from a payment that the Indemnifying Party will receive from a third party, such as a result of any change or redeterminationrefund, any amount previously allocated the Indemnifying Party shall not be obligated to and borne by one Party pursuant to pay the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business Indemnitee until 5 days after such change or redetermination, such other the Indemnifying Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of receives such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.

Indemnification Payments. (a) Except as otherwise provided in the last sentence of Section 4.01 or Section 6.04(b) of this Agreement, if either any Party (the “IndemniteePayor”) is required under applicable Tax Law to pay to a Taxing Tax Authority a Tax or to that another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Required Party”) is liable for under this Agreement, including the Required Party shall reimburse the Payor within twenty (20) Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. The reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from the date of the Payor’s payment to the Tax Authority to the date of reimbursement by the Required Party under this Section 4.03. Except as otherwise provided in the result of a Final Determinationfollowing sentence, the Indemnitee Required Party shall notify also pay to the Indemnifying PartyPayor any reasonable costs and expenses related to the foregoing (including reasonable attorneys’ fees and expenses) within five (5) days after the Payor’s written demand therefor. If and to the extent any Specified Separation Taxes are determined regarding the failure of the Intended Tax Treatment, in writing, the Party allocated responsibility for Tax-Related Losses associated with such Specified Separation Taxes under Section 2.01 of its obligation to this Agreement shall pay such Tax, Tax -Related Costs and Expenses Losses to Aptiv (if such responsible Party is Delphi Technologies) or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by Delphi Technologies (if such Indemnifying responsible Party to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee no later than the later of is Aptiv) within five (i5) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from the other Partywritten demand therefor. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to All indemnification payments under this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so made by Aptiv directly to Delphi Technologies and by Delphi Technologies directly to Aptiv; provided, however, that if the amount of such payment, reduced by the amount of all Taxes payable Parties mutually agree for administrative convenience with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of any such Taxes)indemnification payment, shall equal the amount any member of the Aptiv Group, on the one hand, may make such indemnification payment which to any member of the Party receiving such payment would otherwise be entitled to receiveDelphi Technologies Group, on the other hand, and vice versa.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party If a Company (the “IndemniteePayor”) is required pursuant to Section 5.01 (or otherwise under applicable Tax Law) to pay to a Taxing Tax Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that for which the other Party Company (the “Indemnifying Required Party”) is liable for liable, in whole or in part, under this AgreementAgreement (including, including as for the result avoidance of doubt, any administrative or judicial deposit required to be paid by the Payor to a Final DeterminationTax Authority or other Governmental Authority to pursue any Tax Contest, to the extent the Required Party would be liable under this Agreement for any Tax resulting from such Tax Contest), the Indemnitee Required Party shall notify reimburse the Indemnifying Party, in writing, Payor within 15 days of its obligation delivery by the Payor to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation the Required Party of an invoice for the amount due from the Required Party, accompanied by such Indemnifying evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. If the amount to be paid by the Required Party pursuant to this Section 5.02 is in respect of any Tax in excess of $20 million required to be paid by the Indemnitee. The Indemnifying Payor to a single Governmental Authority on or prior to a single due date (taking into account any automatic or validly elected extensions, deferrals or postponements), then the Required Party shall pay the Payor such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee amount no later than the later of (i) thirty three days after delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by a statement detailing the Taxes required to be paid and describing in reasonable detail the particulars relating thereto and (30ii) business three days prior to the Due Date due date for the payment of such payment to the applicable Taxing Authority Tax (taking into account any automatic or (ii) thirty (30) business days after the receipt of notice from the other Partyvalidly elected extensions, deferrals or postponements). (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to All indemnification payments under this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so made by XPO directly to SpinCo, and by SpinCo directly to XPO; provided, however, that if the amount of such payment, reduced by the amount of all Taxes payable Companies mutually agree with respect to the receipt thereof any such indemnification payment, (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount i) any member of the XPO Group, on the one hand, may make such indemnification payment which to any member of the Party receiving SpinCo Group, on the other hand, and (ii) any member of the SpinCo Group, on the one hand, may make such indemnification payment would otherwise be entitled to receiveany member of the XPO Group, as applicable.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either If any Party (the “IndemniteePayor”) is required under applicable Tax Law to pay to a Taxing Tax Authority a Tax or to that another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Required Party”) is liable for under this Agreement, and the Required Party is not required to reimburse the Payor for the amount of such Tax under Section 4.01, the Required Party shall reimburse the Payor: (i) in the case of Distribution Losses described in clause (i) of the definition thereof and indemnified under Section 7.04, no later than two (2) Business Days prior to the due date (including extensions) for filing the applicable Tax Return for the year of the Separation or Distribution, as applicable (the result “Filing Date”) (provided that if such Distribution Losses arise pursuant to a Final Determination described in clause (i), (ii) or (iii) of a the definition of Final Determination, then the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Required Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee Payor no later than ten (10) Business Days after the later date of such Final Determination with interest computed at the Prime Rate on the amount of the payment based on the number of days from the date that is two (i2) thirty (30) business days Business Days prior to the Due Filing Date through the date of such Final Determination); (ii) in the case of Distribution Losses described in clause (ii) or (iii) of the definition thereof, no later than ten (10) Business Days after the date the Payor pays such Distribution Losses; and (iii) in the case of all other payments, within twenty (20) Business Days of the delivery by the Payor to the Required Party of an invoice for such the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto, with interest computed at the Prime Rate based on the number of days from the date of the Payor’s payment to the applicable Taxing Tax Authority or (ii) thirty (30) business days after to the receipt date of notice from reimbursement by the other PartyRequired Party under this Section 4.03. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to All indemnification payments under this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so made by Biogen directly to Bioverativ and by Bioverativ directly to Biogen; provided, however, that if the amount of such payment, reduced by the amount of all Taxes payable Parties mutually agree with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of any such Taxes)indemnification payment, shall equal the amount any member of the Biogen Group, on the one hand, may make such indemnification payment which to any member of the Party receiving such payment would otherwise Bioverativ Group, on the other hand, and vice versa. All indemnification payments under this Agreement shall be entitled to receivetreated in the manner described in Section 13.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee no later than the later of (i) thirty (30) business days Business Days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days Business Days after the receipt of notice from the other Party. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days Business Days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party If any Company (the “IndemniteePayor”) is required pursuant to Section 5.01 (or otherwise under applicable Tax Law) to pay to a Taxing Tax Authority a Tax or to for which another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party Company (the “Indemnifying Required Party”) is liable for liable, in whole or in part, under this AgreementAgreement (including, including as for the result avoidance of doubt, any administrative or judicial deposit required to be paid by the Payor to a Final DeterminationTax Authority or other Governmental Authority to pursue any Tax Contest, to the extent the Required Party would be liable under this Agreement for any Tax resulting from such Tax Contest), the Indemnitee Required Party shall notify reimburse the Indemnifying PartyPayor within 15 days of delivery by the Payor to the Required Party of an invoice (which invoice shall not be delivered prior to the due date for payment of such Tax to the applicable Tax Authority, in writingtaking into account any automatic or validly elected extensions, of its obligation to pay such Tax, Tax Related Costs and Expenses deferrals or Tax Related Loss and, in reasonably sufficient detail, its calculation of postponements) for the amount due from the Required Party, accompanied by such Indemnifying evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. If the amount to be paid by the Required Party pursuant to this Section 5.02 is in respect of any Tax in excess of $25 million required to be paid by the Indemnitee. The Indemnifying Payor to a single Tax Authority on or prior to a single due date (taking into account any automatic or validly elected extensions, deferrals or postponements), then the Required Party shall pay the Payor such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee amount no later than the later of (i) thirty seven business days after delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by a statement detailing the Taxes required to be paid and describing in reasonable detail the particulars relating thereto and (30ii) three business days prior to the Due Date due date for the payment of such payment to the applicable Taxing Authority Tax (taking into account any automatic or (ii) thirty (30) business days after the receipt of notice from the other Partyvalidly elected extensions, deferrals or postponements). (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to All indemnification payments under this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so made by UTC directly to Carrier and/or Otis, by Carrier directly to UTC and/or Otis, and by Otis directly to UTC and/or Carrier; provided, however, that if the amount of such payment, reduced by the amount of all Taxes payable Companies mutually agree with respect to the receipt thereof any such indemnification payment, (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount i) any member of the UTC Group, on the one hand, may make such indemnification payment which to any member of the Party receiving relevant SpinCo Group, on the other hand, (ii) any member of the Carrier Group, on the one hand, may make such indemnification payment would otherwise be entitled to receiveany member of the UTC Group or the Otis Group, as applicable, on the other hand, and (iii) any member of the Otis Group, on the one hand, may make such indemnification payment to any member of the UTC Group or the Carrier Group, as applicable, on the other hand.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party If a Company (the “IndemniteePayor”) is required pursuant to Section 5.01 (or otherwise under applicable Tax Law) to pay to a Taxing Tax Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that for which the other Party Company (the “Indemnifying Required Party”) is liable for liable, in whole or in part, under this AgreementAgreement (including, including as for the result avoidance of doubt, any administrative or judicial deposit required to be paid by the Payor to a Final DeterminationTax Authority or other Governmental Authority to pursue any Tax Contest, to the extent the Required Party would be liable under this Agreement for any Tax resulting from such Tax Contest), the Indemnitee Required Party shall notify reimburse the Indemnifying Party, in writing, Payor within 15 days of its obligation delivery by the Payor to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation the Required Party of an invoice for the amount due from the Required Party, accompanied by such Indemnifying evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. If the amount to be paid by the Required Party pursuant to this Section 5.02 is in respect of any Tax in excess of $20 million required to be paid by the Indemnitee. The Indemnifying Payor to a single Tax Authority on or prior to a single due date (taking into account any automatic or validly elected extensions, deferrals or postponements), then the Required Party shall pay the Payor such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee amount no later than the later of (i) thirty three days after delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by a statement detailing the Taxes required to be paid and describing in reasonable detail the particulars relating thereto and (30ii) business three days prior to the Due Date due date for the payment of such payment to the applicable Taxing Authority Tax (taking into account any automatic or (ii) thirty (30) business days after the receipt of notice from the other Partyvalidly elected extensions, deferrals or postponements). (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to All indemnification payments under this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so made by XPO directly to SpinCo, and by SpinCo directly to XPO; provided, however, that if the amount of such payment, reduced by the amount of all Taxes payable Companies mutually agree with respect to the receipt thereof any such indemnification payment, (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount i) any member of the XPO Group, on the one hand, may make such indemnification payment which to any member of the Party receiving SpinCo Group, on the other hand, and (ii) any member of the SpinCo Group, on the one hand, may make such indemnification payment would otherwise be entitled to receiveany member of the XPO Group, as applicable.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax (taking into account, with respect to Tax Contests, all possible extensions and deferrals, including deferrals relating to the choice of venue for Tax Contests) or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, Agreement the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any other Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax other Tax-Related Costs and Expenses or Tax Related LossesLosses attributable thereto, to the Indemnitee no later than the later of (i) thirty five (305) business days Business Days prior to the Due Date for date on which such payment is due to the applicable Taxing Authority or (ii) thirty fifteen (3015) business days Business Days after the receipt of notice from the other Party. (b) If, as a result of any change or redeterminationredetermination made with respect to Article II, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty fifteen (3015) business days Business Days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If an Indemnitee receives a Party incurs Refund with respect to a Tax Liability as a result of its receipt of a Contest for which the Indemnifying Party made an indemnity payment to the Indemnitee pursuant to this Agreement or Section 5.2(a), the Separation Agreement, such payment Indemnitee shall be appropriately adjusted so that pay the amount of such Refund to the Indemnifying Party, such payment to the Indemnifying Party not to exceed such indemnity payment, reduced by the amount of all Taxes payable with respect to no later than five (5) Business Days after the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receiveRefund.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either Party (the “Indemnitee”) is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee. The Indemnifying Party shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee no later than the later of (i) thirty (30) 30 business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) 30 business days after the receipt of notice from the other Party. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, then no later than thirty (30) 30 business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.

Indemnification Payments. (a) Except as otherwise provided in this AgreementUpon payment of any Taxes with respect to which a party is entitled to receive indemnification hereunder, if either Party such party (the “Indemnitee”"Indemnified Party") is required to pay to a Taxing Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that shall send the other Party party (the “"Indemnifying Party”") is liable for under this Agreement, including as an invoice accompanied by evidence of payment and a statement detailing the result of a Final Determination, Taxes paid and describing in reasonable detail the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemniteeparticulars relating thereto. The Indemnifying Party (or such one or more members of the Indemnifying Party's Group as it shall pay such amount, including any Tax Related Costs and Expenses or Tax Related Losses, nominate) shall remit payment for Taxes for which the Indemnifying Party is liable for indemnification hereunder to the Indemnitee no later than Indemnified Party (or such one or more members of the later Indemnified Party's Group as it shall nominate) within 30 days of (i) thirty (30) business days prior to the Due Date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from such invoice, evidence of payment and statement, or at any earlier time identified by the other Indemnifying Party. (b) IfIf any Indemnified Party realizes a Tax Benefit or a Tax detriment in one or more Tax Periods by reason of having incurred any Tax for which such Indemnified Party receives indemnification hereunder, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after then such change or redetermination, such other Indemnified Party shall pay to such Indemnifying Party an amount equal to the amount previously borne by Tax Benefit or such Indemnifying Party which is allocated shall pay to such other Indemnified Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the an additional amount of such payment, reduced by the amount of all Taxes payable with respect equal to the receipt thereof Tax detriment (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receive.-13-

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either If a Party (the “IndemniteePayor”) is required pursuant to Section 4.01 (or otherwise under applicable Tax law) to pay to a Taxing Tax Authority a Tax or to for which another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Required Party”) is liable for liable, in whole or in part, under this AgreementAgreement (including, including as for the result avoidance of doubt, any administrative or judicial deposit required to be paid by the Payor to a Final DeterminationTax Authority or other Governmental Authority to pursue any Tax Contest, to the Indemnitee extent the Required Party would be liable under this Agreement for any Tax resulting from such Tax Contest), then the Required Party shall notify reimburse the Indemnifying Party, in writing, Payor within ten (10) business days of its obligation the delivery by the Payor to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation the Required Party of notification of the amount due owed by the Required Party, together with reasonable documentation showing the basis for the calculation of such Indemnifying Party amount and evidence of payment of such amounts by the Payor to the Indemniteerelevant Tax Authority or other Governmental Authority, provided that no such payment shall be required to be made earlier than five (5) business days prior to the relevant due date for payment of such Tax to the applicable Tax Authority or other Governmental Authority, taking into account any automatic or validly elected extensions, deferrals or postponements. The Indemnifying If the amount to be paid by the Required Party pursuant to this Section 4.02 is in respect of any Tax in excess of $5 million required to be paid by the Payor to a single Tax Authority or other Governmental Authority on or prior to a single due date (taking into account any automatic or validly elected extensions, deferrals, or postponements), then the Required Party shall pay the Payor such amount, including any Tax Related Costs and Expenses or Tax Related Losses, to the Indemnitee amount no later than the later of (i) thirty three (303) business days after delivery by the Payor to the Required Party of notification of the amount owed by the Required Party, together with reasonable documentation showing the basis for the calculation of such amount, and (ii) seven (7) business days prior to the Due Date due date for such payment to the applicable Taxing Authority or (ii) thirty (30) business days after the receipt of notice from the other Party. (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If a Party incurs a Tax Liability as a result of its receipt of a payment pursuant to this Agreement or the Separation Agreement, such payment shall be appropriately adjusted so that the amount of such payment, reduced by the amount of all Taxes payable with respect to the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such TaxesTax (taking into account any automatic or validly elected extensions, deferrals, or postponements), . All indemnification payments shall equal be treated in the amount of the payment which the Party receiving such payment would otherwise be entitled to receivemanner described in Section 12.01.

Indemnification Payments. (a) Except as otherwise provided in this Agreement, if either a Party (the “Indemnitee”) or a member of its Group is required to pay to a Taxing Governmental Authority a Tax or to another Person a payment in respect of a Tax, Tax Related Costs and Expenses or Tax Related Loss that the other Party (the “Indemnifying Party”) is liable for under this Agreement, including as the result of a Final Determination, the Indemnitee shall notify the Indemnifying Party, in writing, of its obligation to pay such Tax, Tax Related Costs and Expenses or Tax Related Loss and, in reasonably sufficient detail, its calculation of the amount due by such Indemnifying Party to the Indemnitee, including any Tax-Related Losses attributable thereto. The Indemnifying Party shall pay such amount, including any Tax Tax-Related Costs and Expenses or Tax Related LossesLosses attributable thereto, to the Indemnitee no later than the later of (i) thirty (30) five business days prior to the Due Date for date on which such payment is due to the applicable Taxing Governmental Authority or (ii) thirty (30) 30 business days after the receipt of notice from the other Party. Any Tax indemnity payment required to be made pursuant to this Agreement shall be reduced by any corresponding Tax Benefit payment required to be made to the Indemnifying Party by the Indemnitee pursuant to Section 2.7. For the avoidance of doubt, a Tax Benefit payment is treated as corresponding to a Tax indemnity payment to the extent the Tax Benefit realized is directly attributable to the same Tax item (or adjustment of such Tax item pursuant to a Final Determination) that gave rise to the Tax indemnity payment. In addition, in the event Ivory Parent is obligated to make a payment under Section 5.1(a), there shall be offset against such payment (with a consequent reduction in the amount Ivory Parent is obligated to pay) any amounts described in Section 3.9(b) that are due but have not yet been paid by NewCo to Ivory Parent, and any such offset will be deemed paid by NewCo pursuant to Section 3.9(b). (b) If, as a result of any change or redetermination, any amount previously allocated to and borne by one Party pursuant to the provisions of Article II is thereafter allocated to the other Party, then, no later than thirty (30) 30 business days after such change or redetermination, such other Party shall pay to such Party the amount previously borne by such Party which is allocated to such other Party as a result of such change or redetermination. (c) If an Indemnitee receives a Party incurs Refund with respect to a Tax Liability as a result of its receipt of a Contest for which the Indemnifying Party made an indemnity payment to the Indemnitee pursuant to this Agreement or Section 5.2(a), the Separation Agreement, such payment Indemnitee shall be appropriately adjusted so that pay the amount of such Refund to the Indemnifying Party, such payment to the Indemnifying Party not to exceed such indemnity payment, reduced by the amount of all Taxes payable with respect to no later than 30 business days after the receipt thereof (but taking into account all correlative Tax Benefits resulting from the payment of such Taxes), shall equal the amount of the payment which the Party receiving such payment would otherwise be entitled to receiveRefund.