TAX ALLOCATION AGREEMENT

Exhibit 10.2

 

 

TAX ALLOCATION AGREEMENT

 

by and among

 

LANE INDUSTRIES, INC.,

 

GENERAL BINDING CORPORATION,

 

and

 

ACCO WORLD CORPORATION

 

 

August 16, 2005

 

 

TABLE OF CONTENTS

 

 

 

 

EXHIBIT A – Prior Tax Allocation Agreements Side Agreement

 

 

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TAX ALLOCATION AGREEMENT

 

TAX ALLOCATION AGREEMENT (this “ Agreement ”) dated as of August 16, 2005, by and between LANE INDUSTRIES, INC., a Delaware corporation (“ Lane ”), GENERAL BINDING CORPORATION, a Delaware corporation and a majority owned subsidiary of Lane (“ GBC ”), and, solely for purposes of Sections 7.04 and 7.05, ACCO WORLD CORPORATION, a Delaware corporation ( “ACCO” ).

 

WHEREAS, the Boards of Directors of FORTUNE BRANDS, INC., a Delaware corporation (“ Fortune ”), ACCO, a wholly-owned subsidiary of Fortune, GBC and GEMINI ACQUISITION SUB, INC. a Delaware corporation and a wholly-owned subsidiary of ACCO (“ Acquisition Sub ”), have approved an agreement and plan of merger (the “ Merger Agreement ”) pursuant to which ACCO, Acquisition Sub and GBC will enter into a merger transaction in order to advance the long-term strategic business interests of Freedom, ACCO, GBC and Acquisition Sub;

 

WHEREAS, the Boards of Directors of Freedom, ACCO, GBC and Acquisition Sub have determined to consummate such merger transaction by means of a business combination transaction in which Acquisition Sub will merge with and into GBC (the “ Merger ”), with GBC being the surviving corporation;

 

WHEREAS, the parties to this Agreement intend that the Merger qualify under Section 368 of the Code (as defined herein) as a reorganization and that the Merger Agreement shall constitute a “plan of reorganization” for purposes of Sections 354, 368 and 361 of the Code;

 

WHEREAS, (i) Lane, GBC and others entered into that certain Tax Allocation Agreement dated June 1, 1978, as amended, relating to U.S. federal income taxes (the “ 1978 Agreement ”), (ii) Lane and GBC entered into that certain agreement dated January 1, 1991 (amending the 1978 agreement to provide for the allocation of foreign tax credits) (the “ 1991 Agreement ”) and that certain letter agreement dated May 8, 2003 (providing for the allocation of the consolidated alternative minimum tax for the tax year ended December 31, 1997) (the “ CAMT Agreement ”), and (iii) Lane, GBC and others entered into that certain State Tax Allocation Agreement dated May 31, 1985 (the “ State Agreement ” and, together with the 1978 Agreement, the 1991 Agreement and the CAMT Agreement, the “ Prior Tax Allocation Agreements ”), and;

 

WHEREAS, effective as of the Merger Date (as defined herein), Lane, GBC and the other parties thereto wish to terminate their rights and obligations under the Prior Tax Allocation Agreements, and Lane and GBC wish to enter into a new agreement to provide for and agree upon the allocation between the Lane Entities (as defined herein) and the GBC Entities (as defined herein) of all responsibilities, liabilities and benefits relating to or affecting Taxes (as defined herein) paid or payable by either of them for all taxable periods, whether beginning before, on or after the Merger Date.

NOW, THEREFORE, in consideration of the premises and of the respective agreements contained in this Agreement, the parties hereto hereby agree as follows:

 

ARTICLE I

 

DEFINITIONS

 

Section 1.01 General . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Any capitalized term not otherwise defined in this Agreement shall have the meaning ascribed to it in the Merger Agreement.

 

“ 1999 Audit ” shall have the meaning set forth in Section 4.01(a).

 

“ 2005 Combined Group Hypothetical Tax Liability ” shall mean, the Combined Group Tax Liability for the 2005 taxable year; provided , however , that (i) in no event shall any NOL carryover items from any prior taxable year be taken into account in computing 2005 Combined Group Hypothetical Tax Liability (it being understood that, for the avoidance of doubt, any net capital losses that may be carried forward to 2005 shall be taken into account and treated as if realized in 2005), and (ii) any item of loss, deduction or credit shall be taken into account only to the extent that such item is taken into account in computing Combined Group Tax Liability for the 2005 taxable year.

 

“ 2005 Subgroup Hypothetical Taxable Income ” (and “ 2005 Subgroup Hypothetical Taxable Loss ”) shall mean, with respect to a Subgroup, and with respect to its taxable year ending on the Merger Date (in the case of the GBC Subgroup) or with respect to its 2005 taxable year (in the case of the Lane Subgroup), the U.S. federal taxable income (or loss) determined for such Subgroup in computing the 2005 Subgroup Hypothetical Tax Liability for such Subgroup for such taxable year.

 

“ 2005 Subgroup Hypothetical Tax Liability ” shall mean with respect to a Subgroup, and with respect to its taxable year ending on the Merger Date (in the case of the GBC Subgroup) or with respect to its 2005 taxable year (in the case of the Lane Subgroup), the Tax liability of a Subgroup computed as if the members of such Subgroup filed a consolidated, combined or unitary Tax Return for such year without regard to items of income, gain, loss, deduction or credit of the members of the other Subgroup for such year; provided , however , that NOL carryover items (including Pre-2005 Subgroup NOLs) shall not be taken into account (it being understood that, for the avoidance of doubt, any net capital losses that may be carried forward to 2005 shall be taken into account and treated as if realized in 2005). In making such computation, for a taxable year, (i) the modifications set forth in Treas. Reg. § 1.1552-1(a)(2)(ii) shall be reflected as between the Subgroups, (ii) any item of loss, deduction or credit shall be taken into account only to the extent that such item is taken into account in computing Combined Group Tax Liability for the 2005 taxable year, (iii) carryback items shall not be taken into account, and (iv) any elections which would be available to the Subgroup for such year,

 

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including elections as to whether to claim an item as a deduction or credit, or as a carryback, shall be made on a basis consistent with any elections actually made by the Combined Group for such year; provided , however , that if no election has been made or is available to the Combined Group in respect of such item, the Subgroup to which such item is available shall make its election with respect to such item in writing and shall give notice of such election to the parent member of the other Subgroup. Any such hypothetical election shall be effective to the same extent as if made in an actual return by such Subgroup.

 

“2005 Tax Savings” shall have the meaning given to such term in Section 5.02(b).

 

“ ACCO ” shall have the meaning ascribed thereto in the preamble.

 

“ Actually Realized ” shall mean, for purposes of determining the timing of any Taxes (or related Tax cost or benefit) relating to any payment, transaction, occurrence or event, the time at which the amount of Taxes (including estimated Taxes) payable by any person is increased above or reduced below, as the case may be, the amount of Taxes that such person would be required to pay but for the payment, transaction, occurrence or event.

 

“ Adjustment Event ” shall mean, with respect to a member of a Subgroup, (i) the initial filing by a Combined Group of a 2004 U.S. federal income Tax Return including Tax information of such member, (ii) an adjustment to any item of income, gain, loss or deduction with respect to such member as initially reported for U.S. federal income Tax purposes, and (iii) the filing of an amendment to any filed U.S. federal income Tax Return of a Combined Group made to reflect any changed Tax information relating to such member.

 

“ Code ” shall mean the Internal Revenue Code of 1986, as amended, or any successor legislation.

 

“ Combined Group ” shall mean a group of corporations that files Tax Returns on a consolidated, combined or unitary basis and that includes one or more Lane Entities and one or more GBC Entities. Unless otherwise specified, references to “the” Combined Group shall mean the Combined Group that files consolidated U.S. federal income Tax Returns.

 

“ Combined Group Tax Liability ” shall mean, with respect to any taxable year, (i) the consolidated U.S. federal income Tax liability determined under Treas. Reg. § 1.1502-2 and Chapter 6 of Subtitle A of the Code for the Combined Group and (ii) the consolidated, combined or unitary Tax liability for a Combined Group determined under the laws of the jurisdiction for which a consolidated, combined or unitary state Tax Return is filed, including in each case any recomputations of such liability as may be required on account of items which may be carried back or over to the taxable year and adjustments to items reported or reportable in such taxable year; provided that in no event shall any carryback items be taken into account in computing Combined Group Tax Liability.

 

“ Entity ” shall mean either a GBC Entity or an Lane Entity, as the case may be.

 

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“ Expenses ” shall mean any and all expenses incurred in connection with investigating, defending or asserting any claim, action, suit or proceeding incident to any matter indemnified against hereunder (including court filing fees, court costs, arbitration fees or costs, witness fees, and reasonable fees and disbursements of legal counsel, investigators, expert witnesses, consultants, accountants and other professionals).

 

“ GBC ” shall have the meaning ascribed thereto in the preamble.

 

“ GBC Subgroup ” shall mean the group of corporations consisting of all GBC Entities that are members of a Combined Group.

 

“ GBC Entity ” shall mean GBC and any corporation or other Person which GBC directly or indirectly (a) owns 50% or more (by value) of the equity interests at any time on or following the Merger Date or (b) owned 50% or more (by value) of the equity interests at any time prior to the Merger Date but did not own 50% or more (by value) of the equity interests at the time of the Merger, but only if such entity was disposed of by GBC to a Person other than a Lane Entity.

 

“ Impaired Subgroup ” shall have the meaning set forth in Section 5.01(a).

 

“ Indemnifying Subgroup ” shall have the meaning set forth in Section 5.01(a).

 

“ Indemnitee ” shall have the meaning set forth in Section 4.02.

 

“ Indemnitor ” shall have the meaning set forth in Section 4.02.

 

“ Indemnity Issue ” shall have the meaning set forth in Section 4.02.

 

“ IRS ” shall mean the Internal Revenue Service.

 

“ Lane ” shall have the meaning ascribed thereto in the preamble.

 

“ Lane Subgroup ” shall mean the group of corporations consisting of all Lane Entities that are members of a Combined Group.

 

“ Lane Entity ” shall mean Lane and any corporation or other Person which Lane directly or indirectly owned or owns 50% or more (by value) of the equity interests at any time prior to, on or following the Merger Date, in all cases other than (i) a GBC Entity and (ii) for the avoidance of doubt, ACCO and any corporation or other Person which ACCO directly or indirectly owned or owns at any time prior to, on or following the Merger Date.

 

“ Losses ” shall mean any and all losses, costs, obligations, liabilities, settlement payments, awards, judgments, fines, penalties, damages, expenses, deficiencies or other charges.

 

“ Measurement Date ” shall mean, with respect to a U.S. federal income taxable year of a Combined Group, (i) the date thirty (30) days following the filing of a U.S. federal

 

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income Tax Return by such Combined Group for such taxable year, (ii) the date thirty (30) days following the earlier of (A) the date there is a “determination” (within the meaning of Section 1313(a) of the Code) with respect to all potential issues relating to the Combined Group’s U.S. federal income Tax Return for such taxable year or (B) the end of the statutory period for assessment, taking into account any extensions thereof, with respect to all potential issues relating to the Combined Group’s U.S. federal income Tax Return for such taxable year, (iii) the date thirty (30) days following any other event that the parties reasonably agree has the effect of terminating the IRS’s right to adjust any item of income, gain, loss or deduction as reported on the Combined Group’s U.S. federal income Tax Return for such taxable year, (iv) the date thirty (30) days following the filing of any Tax Return carrying back an NOL, net capital loss, or other item of deduction, loss, expense or credit to such taxable year, (v) the date thirty (30) days following a date described in clause (ii) or (iii) with respect to a Tax Return described in clause (iv), and (vi) if, as a result of an audit, examination or similar proceeding with respect to a U.S. federal income Tax Return of a Combined Group for a taxable year, there is an adjustment to NOLs that affects the payment of Taxes in a subsequent taxable year, the date thirty (30) days following such payment of Taxes (other than estimated Taxes) to a Tax Authority by any member of a Subgroup (and any corporation included with such member in a consolidated U.S. federal income Tax Return or a consolidated, combined or unitary state Tax Return).

 

“ Merger ” shall have the meaning ascribed thereto in the preamble.

 

“ Merger Agreement ” shall have the meaning ascribed thereto in the preamble.

 

“ Merger Date ” shall mean the date on which the Merger occurs (or, if different, the date on which the Merger is deemed to occur for U.S. federal income Tax purposes). For purposes of this Agreement, the Merger shall be deemed effective as of the end of the day on the Merger Date.

 

“ NOL ” shall mean a “net operating loss,” as defined in Section 172 of the Code, as computed for U.S. federal income Tax purposes.

 

“ Person ” shall mean any individual, partnership, joint venture, corporation, limited liability entity, trust, unincorporated organization or other entity (including a governmental entity).

 

“ Post-Merger Taxable Period ” shall mean (i) in the case of a member of the GBC Subgroup, a taxable period beginning after the Merger Date and that portion of any Straddle Period that begins on the date after the Merger Date and (ii) in the case of a member of the Lane Subgroup, a taxable period beginning after December 31, 2005.

 

“ Pre-2005 Subgroup NOL Overage ” shall mean, with respect to a Subgroup and the Measurement Date occurring in connection with filing the Combined Group’s 2004 U.S. federal income Tax Return, the amount (if any) by which such Subgroup’s Pre-2005 Subgroup NOLs exceed such Subgroup’s Pre-2005 Subgroup Assumed NOLs; provided , however , that a Pre-2005 Subgroup NOL Overage shall be deemed to exist with respect to a Subgroup only to

 

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the extent the amount of such excess is greater than 10% of the Pre-2005 Subgroup Assumed NOLs of such Subgroup at the time of such Measurement Date, and only to the extent that such excess is caused by an Adjustment Event occurring with respect to any member of the other Subgroup.

 

“ Pre-2005 Subgroup NOLs ” shall mean, with respect to a Subgroup and a Measurement Date, the aggregate amounts of the consolidated NOLs of the Combined Group that, under the Code and applicable Treasury Regulations, are actually attributable to members of that Subgroup and that, assuming the Merger had occurred on December 31, 2004, could be carried over to such Subgroup’s 2005 taxable year, determined after taking into account all Adjustment Events occurring on or prior to such Measurement Date.

 

“ Pre-2005 Subgroup Assumed NOLs ” shall mean, with respect to a Subgroup, (i) at and prior to the Measurement Date occurring in connection with the initial filing of the Combined Group’s 2004 U.S. federal income Tax Return, $20.2 million with respect to the GBC Subgroup and $11.6 million with respect to the Lane Subgroup and (ii) after such Measurement Date, the lesser of (x) the amount described in clause (i) of this definition or (y) the Pre-2005 Subgroup NOLs with respect to such Subgroup determined based on the information reported on such Tax Return.

 

“ Pre-Merger Taxable Period ” shall mean (i) in the case of a member of the GBC Subgroup, a taxable period ending on or before the Merger Date and that portion of any Straddle Period that ends on and includes the Merger Date, and (ii) in the case of a member of the Lane Subgroup, a taxable period ending on or before December 31, 2005.

 

“ Prior Tax Allocation Agreements ” shall have the meaning ascribed thereto in the preamble.

 

“ Prior Tax Allocation Agreements Side Agreement ” shall mean the agreement between the parties to certain of the Prior Tax Allocation Agreements that is attached as Exhibit A hereto.

 

“ Representative ” shall mean, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.

 

“ Responsible Party ” have the meaning set forth in Section 4.04(a).

 

“ Straddle Period ” shall mean a taxable period of a member of a GBC Subgroup that includes but does not end on the Merger Date.

 

“ Subgroup ” shall mean the Lane Subgroup or the GBC Subgroup, as the case may be.

 

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“ Subgroup Assumed Post-Merger NOLs ” shall mean, with respect to a Subgroup and a Measurement Date occurring with respect to 2005:

 

(i) the Pre-2005 Subgroup NOLs of such Subgroup minus the Pre-2005 Subgroup NOL Overage of such Subgroup (if any), in each case taking into account the determinations made in connection with the most recent Measurement Date occurring with respect to each taxable year ending prior to 2005 and without giving effect to any determination made in connection with any Measurement Date occurring with respect to 2005,

 

(ii) and either:

 

(x) plus the 2005 Subgroup Hypothetical Taxable Loss of such Subgroup (if any) to the extent it did not result in a 2005 Tax Savings payment to such Subgroup, or

 

(y) minus the 2005 Subgroup Hypothetical Taxable Income of such Subgroup (if any) to the extent it did not result in a 2005 Tax Savings payment by such Subgroup.

 

“ Subgroup Post-Merger NOLs ” shall mean, with respect to a Subgroup, the aggregate amounts of the consolidated NOLs of the Combined Group that, under the Code and applicable Treasury Regulations, are attributable to members of that Subgroup and that can be carried over to the first taxable year of such members beginning after the Merger Date.

 

“ Tax ” and “ Taxes ” shall mean all forms of taxation, whenever created or imposed, and whether of the United States or elsewhere, and whether imposed by a federal, state, municipal, governmental, territorial, local, foreign or other body, and without limiting the generality of the foregoing, shall include net income, gross income, gross receipts, sales, use, value added, ad valorem, transfer, recording, franchise, profits, license, lease, service, service use, payroll, wage, withholding, employment, unemployment insurance, workers compensation, social security, excise, severance, stamp, business license, business organization, occupation, premium, property, environmental, windfall profits, customs, duties, alternative minimum, estimated or other taxes, fees, premiums, assessments or charges of any kind whatever imposed or collected by any governmental entity or political subdivision thereof, together with any related interest and any penalties, additions to such tax or additional amounts imposed with respect thereto by any Tax Authority.

 

“ Tax Authority ” shall mean, with respect to any Tax, any governmental entity, quasi-governmental body or political subdivision thereof that imposes such Tax and the agency (if any) charged with the determination or collection of such Tax for such entity, body or subdivision.

 

“ Tax Return ” shall mean any return, filing, questionnaire, information return, election or other document required or permitted to be filed, including requests for extensions of time, filings made with respect to estimated tax payments, claims for refund and amended returns that may be filed, for any period with any Tax Authority (whether domestic or foreign) in connection with any Tax (whether or not a payment is required to be made with respect to such filing).

 

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“ Transfer Tax ” shall mean any sales Tax, use Tax, real property transfer or gains Tax, asset transfer documentary stamp Tax or similar Tax.

 

“ Treasury Regulations ” and “ Treas. Reg. ” shall mean the regulations promulgated by the U.S. Treasury Department pursuant to the Code.

 

Section 1.02 Schedules, etc . References to a “ Schedule ” are, unless otherwise specified, to a Schedule attached to this Agreement; references to “ Section ” or “ Article ” are, unless otherwise specified, to one of the Sections or Articles of this Agreement; references to “ sub-section ” are, unless the context otherwise requires, references to the section in which the reference appears; and references to this Agreement include the Schedules.

 

ARTICLE II

 

TERMINATION OF RIGHTS AND OBLIGATIONS UNDER THE PRIOR TAX

ALLOCATION AGREEMENTS

 

Section 2.01 Termination of Rights and Obligations Under the Prior Tax Allocation Agreements . Lane and GBC agree, and each of the other parties to the Prior Tax Allocation Agreements agrees by means of the Prior Tax Allocation Agreements Side Agreement attached as Exhibit A hereto, that from and after the Merger Date, the rights and obligations of the parties under the Prior Tax Allocation Agreements shall be terminated and shall have no further force or effect.

 

ARTICLE III

 

FILING OF TAX RETURNS; REMITTANCE OF TAXES; REFUNDS

 

Section 3.01 Preparation of Tax Returns .

 

(a) Lane . Lane shall prepare and file or cause to be prepared and filed all Tax Returns (including amendments thereto) which are required to be filed in respect of (A) a Combined Group (other than 2004 state Tax Returns required to be filed in respect of a Combined Group) and (B) any Lane Entity (other than as a member of a Combined Group) for any taxable period.

 

(b) GBC . GBC shall prepare and file or cause to be prepared and filed (A) all 2004 state Tax Returns (including amendments thereto) which are required to be filed in respect of a Combined Group and (B) all Tax Returns (including amendments thereto) which are required to be filed in respect of any GBC Entity (other than as a member of a Combined Group) for any taxable period.

 

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(c) Consistent with Past Practice . Unless Lane and GBC otherwise agree in writing, all Tax Returns (including amendments thereto) described in this Section 3.01 filed after the date of this Agreement for Pre-Merger Taxable Periods or Straddle Periods, in the absence of a controlling change in law or circumstances, shall be prepared on a basis consistent with the elections, accounting methods, conventions and principles of taxation used for the most recent taxable periods for which Tax Returns involving similar matters have been filed. Notwithstanding the foregoing, the parties agree that GBC will elect to credit any foreign Taxes paid by any GBC Entity on any Combined Return filed after the date hereof; provided , however , that GBC may elect to expense foreign Taxes paid by any GBC Entity on a Combined Return filed after the date hereof if (i) GBC provides written notice to Lane of its intention to make such an election and (ii) Lane consents to such an election, which consent shall not be unreasonably withheld or delayed.

 

(d) Access to Information and Personnel .

 

(i) General . The Lane Subgroup and the GBC Subgroup will be included in the consolidated U.S. federal income Tax Returns of the Combined Group of which Lane is the common parent for the calendar years 2004 and 2005. In the case of such 2005 Tax Return, however, the GBC Subgroup will be included only for the portion of such year ending on the Merger Date. To the extent it is permitted to do so, with respect to state income Tax Returns: (i) GBC and other GBC Entities that otherwise would be included in a Combined Group for state income Tax purposes for all or a portion of 2005 will begin filing state income Tax Returns on a separate basis (i.e., not part of a Combined Group) as of January 1, 2005 and (ii) to the extent that any GBC Entity it is not permitted to do the foregoing, such GBC Entity will cause its taxable year beginning on January 1, 2005 to end on the Merger Date and will begin filing state income Tax Returns on a separate basis (or as part of a group other than a Combined Group) as of the day following the Merger Date.

 

(ii) Access to Software and Personnel . To the extent practicable, Lane and GBC shall make available to the other party software previously used in the preparation of prior Combined Group Tax Returns, or if such software is not available or is impracticable to use, software reasonably acceptable to the parties for such purpose. Any such software shall be provided as promptly as possible upon the request of the party responsible for filing the Tax Return in question (it being understood that no such software needs to be provided prior to the time such software is available). Each of Lane and GBC shall make available such personnel as may be necessary to facilitate the use of such software.

 

(iii) Additional Information . Lane and GBC shall provide complete packages of information and such other information as GBC and Lane, respectively, may reasonably request to enable GBC and Lane to prepare and file the Combined Group Tax Returns for which it is responsible under this Section 3.01 (to the extent information was not previously provided). Such information packages shall be prepared in accordance with instructions and procedures furnished by the party requesting the information packages and shall be furnished as promptly as practicable after such other party receives the request, but in no event shall such information packages be furnished later than (i) July 31, 2005, in the case of any 2004 consolidated,

 

 

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combined or unitary income Tax Return or (ii) 120 days following the Merger Date, in the case of any 2005 consolidated, combined or unitary income Tax Return, in each case unless otherwise mutually agreed upon by the parties.

 

(iv) Review and Approval . The party responsible under this Section 3.01 for preparation of a particular Combined Group Tax Return shall make available to the other party, for review and approval by such other party, a draft of the portions of such Tax Return that relate to any Entities of such other party, but in no event shall such draft be furnished later than ten business days prior to the due date for filing such Tax Return. Promptly after completion thereof, the party responsible for preparing a Tax Return under this Section 3.01 shall furnish to the other party a copy of the pro forma separate income Tax Returns of the such other Subgroup, or similar data, used in the preparation and filing of such Tax Return.

 

Section 3.02 Remittance of Taxes .

 

Except as otherwise provided in this Agreement:

 

(a) Lane . Lane shall remit or cause to be remitted, on a timely basis, all Taxes due with respect to the Tax liability for (A) a Combined Group (other than the state Tax liability for a Combined Group for 2004) and (B) any Lane Entity (other than as a member of a Combined Group) for any taxable period; provided , however , that GBC, on behalf of the GBC Entities, hereby assumes and agrees to pay directly to or at the direction of Lane, at times consistent with past practice, the portion of such Tax liability which relates to each GBC Entity or its business, assets or activities as determined in accordance with Section 3.04. After the date of this Agreement, Lane will provide a written notice to GBC of the GBC Entities’ unpaid share of any consolidated, combined or unitary Tax liability described in (A), after taking into account all estimated Tax payments received by Lane from GBC. Such written notice shall include such computations and descriptions as may be necessary to identify and support the basis for the determination of the amount requested in the notice. GBC shall pay any such amount to Lane within ten days of GBC’s receipt of such written notice; provided , however , that GBC shall have the right to dispute the amount and/or method of determining the amount requested in the notice, and, to the extent of the amount disputed, GBC shall pay any disputed amount (as it may be revised pursuant to the resolution of the dispute) to Lane within the later of (i) ten days of GBC’s receipt of such written notice and (ii) ten days of GBC’s receipt of such written notice as revised pursuant to the resolution of the dispute.

 

(b) GBC . GBC shall remit or cause to be remitted, on a timely basis, all Taxes due with respect to (A)