Common use of Reporting of Clause in Contracts

Reporting of. Indemnifiable Loss. In the event that an Indemnified Party incurs an Indemnified Loss, such Indemnified Party shall claim as a deduction or offset on any relevant Tax Return (including, without limitation, any claim for Refund) such Indemnified Loss to the extent such position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns. The Indemnified Party shall have primary responsibility for the preparation of its Tax Returns and reporting thereon such Indemnifiable Loss Deduction; provided, that the Indemnified Party shall consult with, and provide the Indemnifying Party with a reasonable opportunity to review and comment on the portion of the Indemnified Party's Tax Return relating to the Indemnified Loss. If a dispute arises between the Indemnified Party and the Indemnifying Party as to whether there is "substantial authority" (with respect to United States federal, state and local Tax Returns) or similar appropriate authoritative support (with respect to any Tax Return other than United States federal, state and local Tax Returns) for the claiming of an Indemnifiable Loss Deduction, such dispute shall be resolved in accordance with the principles and procedures set forth in Section 8 of this Agreement. Both FMC and Subsidiary shall (and shall cause its respective affiliates to) act in good faith to coordinate their Tax Return filing positions with respect to the taxable periods that include an Indemnifiable Loss Deduction. There shall be an adjustment to any Tax Saving Amount calculated under Section 6.3(b) hereof in the event of any Proceeding which results in a Final Determination that increases or decreases the amount of the Indemnifiable Loss Deduction reported on any relevant Tax Return of the Indemnified Party. The Indemnified Party shall promptly inform the Indemnifying Party of any such Proceeding and shall attempt in good faith to sustain the Indemnifiable Loss Deduction at issue in the Proceeding. If a written notice of a Final Determination in respect of an Indemnifiable Loss Deduction is received within five (5) years of the date hereof, the Indemnified Party shall redetermine the Tax Saving Amount at- tributable to the Indemnifiable Loss Deduction under Section 6.3(b) hereof, taking into account the Final Determination (the "Restated Tax Saving Amount"). If the Restated Tax Saving Amount is greater than the Tax Saving Amount, the Indemnified Party shall promptly pay the Indemnifying Party an amount equal to the difference between such amounts. If the Restated Tax Saving Amount is less than the Tax Saving Amount, then the Indemnifying Party shall promptly pay the Indemnified Party an amount equal to the difference between such amounts.

Reporting of. Indemnifiable Loss. In the event that an Indemnified Party incurs an Indemnified Loss, such Indemnified Party shall claim as a deduction or offset on any relevant Tax Return (including, without limitation, any claim for Refund) such Indemnified Loss to the extent such position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns. The Indemnified Party shall have primary responsibility for the preparation of its Tax Returns and reporting thereon such Indemnifiable Loss Deduction; provided, that the Indemnified Party shall consult with, and provide the Indemnifying Party with a reasonable opportunity to review and comment on the portion of the Indemnified Party's Tax Return relating to the Indemnified Loss. If a dispute arises between the Indemnified Party and the Indemnifying Party as to whether there is "substantial authority" (with respect to United States federal, state and local Tax Returns) or similar appropriate authoritative support (with respect to any Tax Return other than United States federal, state and local Tax Returns) for the claiming of an Indemnifiable Loss Deduction, such dispute shall be resolved in accordance with the principles and procedures set forth in Section 8 of this Agreement. Both FMC and Subsidiary shall (and shall cause its respective affiliates to) act in good faith to coordinate their Tax Return filing positions with respect to the taxable periods that include an Indemnifiable Loss Deduction. There shall be an adjustment to any Tax Saving Amount calculated under Section 6.3(b) hereof in the event of any Proceeding which results in a Final Determination that increases or decreases the amount of the Indemnifiable Loss Deduction reported on any relevant Tax Return of the Indemnified Party. The Indemnified Party shall promptly inform the Indemnifying Party of any such Proceeding and shall attempt in good faith to sustain the Indemnifiable Loss Deduction at issue in the Proceeding. If a written notice of a Final Determination in respect of an Indemnifiable Loss Deduction is received within five (5) years of the date hereof, the Indemnified Party shall redetermine the Tax Saving Amount at- tributable attributable to the Indemnifiable Loss Deduction under Section 6.3(b) hereof, taking into account the Final Determination (the "Restated Tax Saving Amount"). If the Restated Tax Saving Amount is greater than the Tax Saving Amount, the Indemnified Party shall promptly pay the Indemnifying Party an amount equal to the difference between such amounts. If the Restated -22- <PAGE> Tax Saving Amount is less than the Tax Saving Amount, then the Indemnifying Party shall promptly pay the Indemnified Party an amount equal to the difference between such amounts.. 6.4

Reporting of. Indemnifiable Loss. In the event that an Indemnified Party Indemnitee incurs an Indemnified Loss, such Indemnified Party Indemnitee shall claim as a deduction or offset on any relevant Tax Return (including, without limitation, any claim for Refundrefund) such Indemnified Loss to the extent such position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns. The Indemnified Party Indemnitee shall have primary responsibility for the preparation of its Tax Returns and reporting thereon such Indemnifiable Loss Deduction; , provided, that the Indemnified Party Indemnitee shall consult with, and provide the Indemnifying Party Indemnitor with a reasonable opportunity to review and comment on the portion of the Indemnified PartyIndemnitee's Tax Return relating to the Indemnified Loss. If a dispute arises between the Indemnified Party Indemnitee and the Indemnifying Party Indemnitor as to whether there is "substantial authority" (with respect to United States federal, state and local Tax Returns) or similar appropriate authoritative support (with respect to any Tax Return other than United States federal, state and local Tax Returns) for the claiming of an Indemnifiable Loss Deduction, such dispute shall be resolved in accordance with the principles and procedures set forth in Section 8 of this Agreement. Both FMC DuPont and Subsidiary Conoco shall (and shall cause its respective affiliates to) act in good faith to coordinate their Tax Return filing positions with respect to the taxable periods that include an Indemnifiable Loss Deduction. There shall be an adjustment to any Tax Saving Amount calculated under Section 6.3(b) hereof in the event of any Proceeding an Audit which results in a Final Determination that increases or decreases the amount of the Indemnifiable Loss Deduction reported on any relevant Tax Return of the Indemnified PartyIndemnitee. The Indemnified Party Indemnitee shall promptly inform the EXHIBIT 10.13 Indemnifying Party of any such Proceeding Audit and shall attempt in good faith to sustain the Indemnifiable Loss Deduction at issue in the ProceedingAudit. If Upon receiving a written notice of a Final Determination in respect of an Indemnifiable Loss Deduction is received within five (5) years of the date hereofDeduction, the Indemnified Party Indemnitee shall redetermine the Tax Saving Amount at- tributable attributable to the Indemnifiable Loss Deduction under Section 6.3(b) hereof, taking into account the Final Determination (the "Restated Tax Saving Amount"). If the Restated Tax Saving Amount is greater than the Tax Saving Amount, the Indemnified Party Indemnitee shall promptly pay the Indemnifying Party Indemnitor an amount equal to the difference between such amounts. If the Restated Tax Saving Amount is less than the Tax Saving Amount, then the Indemnifying Party Indemnitor shall promptly pay the Indemnified Party Indemnitee an amount equal to the difference between such amounts.

Reporting of. Indemnifiable Loss. In the event that an Indemnified Party incurs an Indemnified Loss, such Indemnified Party shall claim as a deduction or offset on any relevant Tax Return (including, without limitation, any claim for Refund) such Indemnified Loss to the extent such position is supported by "substantial authority" (within the meaning of Section 1.6662-4(d) of the Treasury Regulations) with respect to United States federal, state and local Tax Returns or has similar appropriate authoritative support with respect to any Tax Return other than United States federal, state and local Tax Returns. The Indemnified Party shall have primary responsibility for the preparation of its Tax Returns and reporting thereon such Indemnifiable Loss Deduction; provided, that the Indemnified Party shall consult with, and provide the Indemnifying Party with a reasonable opportunity to review and comment on the portion of the Indemnified Party's Tax Return relating to the Indemnified Loss. If a dispute arises between the Indemnified Party and the Indemnifying Party as to whether there is "substantial authority" (with respect to United States federal, state and local Tax Returns) or similar appropriate authoritative support (with respect to any Tax Return other than United States federal, state and local Tax Returns) for the claiming of an Indemnifiable Loss Deduction, such dispute shall be resolved in accordance with the principles and procedures set forth in Section 8 of this Agreement. Both FMC and Subsidiary shall (and shall cause its respective affiliates to) act in good faith to coordinate their Tax Return filing positions with respect to the taxable periods that include an Indemnifiable Loss Deduction. There shall be an adjustment to any Tax Saving Amount calculated under Section 6.3(b) hereof in the event of any Proceeding which results in a Final Determination that increases or decreases the amount of the Indemnifiable Loss Deduction reported on any relevant Tax Return of the Indemnified Party. The Indemnified Party shall promptly inform the Indemnifying Party of any such Proceeding and shall attempt in good faith to sustain the Indemnifiable Loss Deduction at issue in the Proceeding. If a written notice of a Final Determination in respect of an Indemnifiable Loss Deduction is received within five (5) years of the date hereof, the Indemnified Party shall redetermine the Tax Saving Amount at- tributable attributable to the Indemnifiable Loss Deduction under Section 6.3(b) hereof, taking into account the Final Determination (the "Restated Tax Saving Amount"). If the Restated Tax Saving Amount is greater than the Tax Saving Amount, the Indemnified Party shall promptly pay the Indemnifying Party an amount equal to the difference between such amounts. If the Restated Tax Saving Amount is less than the Tax Saving Amount, then the Indemnifying Party shall promptly pay the Indemnified Party an amount equal to the difference between such amounts.