Responsibility for Incremental Costs Sample Clauses

Responsibility for Incremental Costs. If any tax structures or courses of action with respect to any matter described in Clause 9.1(d)(ii), Clause 9.1(d)(iii) or Clause 9.1(d)(vi)(A) result (in the aggregate) in an Incremental Cost in excess of US$100,000 in any calendar year, the Coty Parent shall be responsible for all such Incremental Costs of implementing (grossed up for any taxes incurred as result of the receipt of such payment, if any) or complying with each such tax structure or course of action in that calendar year. In the event that such Incremental Costs exceed US $100,000 in any calendar year, Rainbow Capital and Topco shall send a single invoice to the Coty Parent following the end of such calendar year describing in reasonable detail such Incremental Costs. If there is a dispute between the Parties as to whether there is, or the amount of, an Incremental Cost as a result of a tax structure or course of action, such dispute shall be submitted to a partner in the audit practice of any Accounting Firm. The Parties shall cooperate fully with the Accounting Firm, which shall (i) consider only the matter in dispute among the Parties and (ii) be instructed to reach its conclusion regarding any such dispute within 60 calendar days after its appointment. Each Party may, but is not required to, submit a position paper to the Accounting Firm setting forth the position of such Party. Each Party shall bear its own expenses relating to the engagement with the Accounting Firm. To the extent that the Coty Parent is responsible for an Incremental Cost under this Clause 9.1(d)(iv), Topco and Rainbow Capital shall take all reasonable actions in good faith to mitigate the amount of such Incremental Cost.