TO REIMBURSE DISTRIBUTING PURSUANT TO THE
PROVISIONS OF ARTICLE III HEREOF;
D)
ANY TAX, OR OTHER LIABILITY OR DAMAGE
RESULTING FROM A BREACH BY DISTRIBUTING OR ANY MEMBER OF THE DISTRIBUTING GROUP
OF ANY REPRESENTATION OR COVENANT MADE BY DISTRIBUTING HEREIN; AND
E)
ALL LIABILITIES, COSTS, EXPENSES
(INCLUDING, WITHOUT LIMITATION, REASONABLE EXPENSES OF INVESTIGATION AND
ATTORNEY'S FEES AND EXPENSES), LOSSES, DAMAGES, ASSESSMENTS, SETTLEMENTS OR
JUDGMENTS ARISING OUT OF OR INCIDENT TO THE IMPOSITION, ASSESSMENT OR ASSERTION
OF ANY TAX LIABILITY OR DAMAGE DESCRIBED IN (A), (B), (C) OR (D), INCLUDING
THOSE INCURRED IN THE CONTEST IN GOOD FAITH IN APPROPRIATE PROCEEDING RELATING
TO THE IMPOSITION, ASSESSMENT OR ASSERTION OF ANY SUCH TAX, LIABILITY OR DAMAGE.
ARTICLE VII
MISCELLANEOUS PROVISIONS
SECTION 7.01
TAX CHARACTERIZATION OF PAYMENTS.
FOR ALL TAX
PURPOSES, AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE
EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HERETO SHALL TREAT ANY PAYMENT
MADE PURSUANT TO THIS AGREEMENT AS A CAPITAL CONTRIBUTION OR DIVIDEND
DISTRIBUTION, AS THE CASE MAY BE, IMMEDIATELY BEFORE THE DECONSOLIDATION DATE
AND, ACCORDINGLY, AS NOT INCLUDIBLE IN THE TAXABLE INCOME OF THE RECIPIENT.
IF
ANY PAYMENT UNDER THIS AGREEMENT IS NOT PERMITTED TO BE SO TREATED (BECAUSE, FOR
EXAMPLE, THE PAYMENT RELATES TO AN EVENT OCCURRING AFTER THE DECONSOLIDATION
DATE) OR AS A RESULT OF A FINAL DETERMINATION IT IS DETERMINED THAT THE RECEIPT
OR ACCRUAL OF ANY PAYMENT MADE UNDER THIS AGREEMENT IS TAXABLE TO THE RECIPIENT
OF SUCH PAYMENT, THE PARTY MAKING THE PAYMENT SHALL PAY TO THE RECIPIENT AN
AMOUNT EQUAL TO ANY INCREASE IN THE INCOME TAXES OF THE RECIPIENT AS A RESULT OF
RECEIVING THE PAYMENT (GROSSED UP TO TAKE INTO ACCOUNT SUCH PAYMENT, IF
APPLICABLE).
SECTION 7.02
PAYMENT.
ALL PAYMENTS TO BE MADE HEREUNDER
SHALL BE MADE IN IMMEDIATELY AVAILABLE FUNDS.
EXCEPT AS OTHERWISE PROVIDED, ALL
PAYMENTS REQUIRED TO BE MADE PURSUANT TO THIS
20
AGREEMENT SHALL BE DUE 30 DAYS AFTER THE RECEIPT OF NOTICE OF SUCH PAYMENT OR,
WHERE NO NOTICE IS REQUIRED, 30 DAYS AFTER THE FIXING OF LIABILITY OR THE
RESOLUTION OF A DISPUTE.
PAYMENTS SHALL BE DEEMED MADE WHEN RECEIVED.
ANY
PAYMENT THAT IS NOT MADE WHEN DUE SHALL BEAR INTEREST AT A RATE EQUAL TO THE
PUBLISHED ONE-MONTH LIBOR RATE PLUS 2% PER ANNUM FOR EACH DAY UNTIL PAID.
SECTION 7.03
JOINT AND SEVERAL LIABILITY OF GROUP MEMBERS.
EACH MEMBER OF THE DISTRIBUTING GROUP SHALL BE JOINTLY AND SEVERALLY LIABLE FOR
THE OBLIGATIONS OF EACH OTHER MEMBER OF THE DISTRIBUTING GROUP HEREUNDER.
EACH
MEMBER OF THE TRONOX GROUP SHALL BE JOINTLY AND SEVERALLY LIABLE FOR THE
OBLIGATIONS OF EACH OTHER MEMBER OF THE TRONOX GROUP HEREUNDER.
SECTION 7.04
PERFORMANCE.
DISTRIBUTING AGREES AND
ACKNOWLEDGES THAT DISTRIBUTING SHALL BE RESPONSIBLE FOR THE PERFORMANCE OF THE
OBLIGATIONS OF EACH MEMBER OF THE DISTRIBUTING GROUP HEREUNDER APPLICABLE TO
SUCH MEMBER.
TRONOX AGREES AND ACKNOWLEDGES THAT TRONOX SHALL BE RESPONSIBLE
FOR THE PERFORMANCE BY EACH MEMBER OF THE TRONOX GROUP OF THE OBLIGATIONS
HEREUNDER APPLICABLE TO SUCH MEMBER.
SECTION 7.05