Common use of Certain Reimbursements Clause in Contracts

Certain Reimbursements. Holding, Hyatt or Classic, as the case may be, shall notify the other Parties of any Taxes paid by it or any member of its Affiliated Group that are subject to indemnification under this Section 3. Any notification contemplated by this Section 3(d) shall include a detailed calculation (including, if applicable, separate allocations of such Taxes between Pre- and Post-Closing Taxable Periods and Pre- and Post-Closing Straddle Periods and supporting work papers) and a brief explanation of the basis for indemnification hereunder. Whenever such a notification is given, the indemnifying Party shall pay the amount requested in such notice to the indemnified Party in accordance with Section 4. To the extent the indemnifying Party disagrees with such request, it shall nevertheless make such requested payment but, within 30 days, so notify the indemnified Party, whereupon the Parties shall use their best efforts to resolve any such disagreement. After such resolution, any reimbursement from the indemnified Party to the indemnifying Party made after such 30-day period shall include interest at the Underpayment Rate from the date such payment was received by the indemnified Party.

Certain Reimbursements. Holding, Hyatt or Classic, as the case may be, Each Party shall notify the other Parties Party of any Taxes paid by it or any member of its Affiliated Group Affiliates that are subject to indemnification under this Section 3Article III. Any notification contemplated by pursuant to this Section 3(d) 3.4 shall include a detailed calculation (including, if applicable, separate allocations of such Taxes between Pre- and Post-Closing Taxable Periods and Pre- and Post-Closing Straddle Periods the Parties and supporting work papers) and a brief explanation of the basis for indemnification hereunder. Whenever such a notification is given, the indemnifying Party shall pay the amount requested in such notice to the indemnified Party party in accordance with Section 4Article IV, but only to the extent the indemnifying Party agrees with such request. To the extent the indemnifying Party disagrees with such request, it shall nevertheless make such requested payment but, within 30 days, so notify the indemnified Partyparty within thirty (30) days of receipt of such notice, whereupon the Parties shall use their best efforts to resolve any such disagreement. After such resolution, any reimbursement from the indemnified Party to the indemnifying Party Any indemnification payment made after such thirty (30-) day period shall include interest at the Underpayment Overdue Rate from the date such payment was received of receipt of the original indemnification notice. Any dispute as to any matter covered by this Article III shall be resolved by the indemnified PartyAccounting Firm as an expert and not an arbitrator. The fees and expenses of the Accounting Firm shall be borne equally by Parent and SpinCo.