Common use of Affiliated Corporations; Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets Clause in Contracts

Affiliated Corporations; Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Sections 1501 et seq. of the Code, or any corresponding provisions of state, local or foreign law (other than if the Corporation becomes a member of such a group as a result of a Change of Control, in which case the provisions of ARTICLE IV shall control), then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments shall be computed with reference to the consolidated taxable income of the group as a whole. (b) If any Taxable Entity is or becomes a member of a Combined Taxation Group for purposes of state or foreign income Taxes (other than if a Taxable Entity becomes a member of such a group as a result of a Change of Control or Divestiture, in which cases the provisions of ARTICLE IV shall control), then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments shall be computed with reference to the combined taxable income of the group as a whole. (c) If any Person the income of which is included in the income of any Taxable Entity’s Combined Taxation Group transfers one or more assets to a corporation or any Person treated as such for Tax purposes with which such Person does not file a consolidated Tax Return pursuant to Section 1501 of the Code, for purposes of calculating the amount of any Tax Benefit Payment (e.g., calculating the gross income of the Corporation’s affiliated or consolidated group and determining the Realized Tax Benefit) due hereunder, such Person shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by such entity shall be equal to the fair market value of the transferred asset, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset, or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interest.

Affiliated Corporations; Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return tax return pursuant to Sections 1501 et seq. of the Code, Code or any corresponding provisions a similar provision of state, state or local or foreign law (other than if the Corporation becomes a member of such a group as a result of a Change of Control, in which case the provisions of ARTICLE Article IV shall control), then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; whole and (ii) Tax Benefit Payments and Early Termination Payments shall be computed with reference to the consolidated taxable income of the group as a whole. (b) If any Taxable Entity is or becomes a member of a Combined Taxation Group for purposes of state or foreign income Taxes (other than if a Taxable Entity becomes a member of such a group as a result of a Change of Control or DivestiturePerson, in which cases the provisions of ARTICLE IV shall control), then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments shall be computed with reference to the combined taxable income of the group as a whole. (c) If any Person the income of which is included in the income of any Taxable Entitythe Corporation’s Combined Taxation Group affiliated or consolidated group, transfers one or more assets to a corporation or any Person treated as such for Tax tax purposes with which such Person entity does not file a consolidated Tax Return tax return pursuant to Section 1501 et seq. of the Code, for purposes of calculating the amount of any Tax Benefit Payment (e.g., calculating the gross income of the Corporation’s affiliated or consolidated group and determining the Realized Tax Benefit) due hereunder, such Person shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfercontribution. The consideration deemed to be received by such entity shall be equal to the fair market value determined as if such transfer occurred on an arm’s-length basis with an unrelated third party. For purposes of the transferred assetthis Section 7.10, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset, or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interestinterest shall be treated as a transfer of the transferring partner’s applicable share of each of the assets and liabilities of that partnership. Notwithstanding anything to the contrary set forth herein, if the Corporation or any other entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder transfers its assets pursuant to a transaction that qualifies as a “reorganization” (within the meaning of Section 368(a) of the Code) in which such entity does not survive or pursuant to any other transaction to which Section 381(a) of the Code applies, the transfer will not cause such entity to be treated as having transferred any assets to a corporation (or a Person classified as a corporation for U.S. income tax purposes) pursuant to this Section 7.10(b).

Affiliated Corporations; Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return tax return pursuant to Sections 1501 et seq. of the Code, or any corresponding provisions of state, local or foreign law Code (other than if the Corporation becomes a member of such a group as a result of a Change of Control, in which case the provisions of ARTICLE Article IV shall control), then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and and (ii) Annual Tax Benefit Payments shall be computed with reference to the consolidated taxable income of the group as a whole. (b) If any Taxable Entity is or becomes a member of a Combined Taxation Group for purposes of state or foreign income Taxes (other than if a Taxable Entity becomes a member of such a group as a result of a Change of Control or Divestiture, in which cases the provisions of ARTICLE Article IV shall control), then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and and (ii) Annual Tax Benefit Payments shall be computed with reference to the combined taxable income of the group as a whole. (c) If any Person the income of which is included in the income of any Taxable Entity’s Combined Taxation Group transfers one or more assets to a corporation or any Person treated as such for Tax purposes with the income of which is not included in such Person does not file a consolidated Tax Return pursuant to Section 1501 of the CodeCombined Taxation Group, for purposes of calculating the amount of any Annual Tax Benefit Payment (e.g., calculating the gross income of the Corporationa Taxable Entity’s affiliated or consolidated group Combined Taxation Group and determining the Realized Tax Benefit) due hereunder, such Person shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by such entity shall be equal to the fair market value of the transferred asset, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset, asset or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interest.

Affiliated Corporations; Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return tax return pursuant to Sections 1501 et seq. of the Code, or any corresponding provisions of state, local or foreign law Code (other than if the Corporation becomes a member of such a group as a result of a Change of Control, in which case the provisions of ARTICLE Article IV shall control), then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and and (ii) Annual Tax Benefit Payments shall be computed with reference to the consolidated taxable income of the group as a whole. (b) If any Taxable Entity is or becomes a member of a Combined Taxation Group for purposes of state or foreign local income Taxes (other than if a Taxable Entity becomes a member of such a group as a result of a Change of Control or Divestiture, in which cases the provisions of ARTICLE IV shall control), then:the (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and and (ii) Annual Tax Benefit Payments shall be computed with reference to the combined taxable income of the group as a whole. (c) If any Person Person, the income of which is included in the income of any Taxable Entity’s Combined Taxation Group Group, transfers one or more assets to a corporation or any Person treated as such for Tax purposes with purposes, the income of which is not included in such Person does not file a consolidated Tax Return pursuant to Section 1501 of the Code, Combined Taxation Group for purposes of calculating the amount of any Annual Tax Benefit Payment (e.g., calculating the gross income of the Corporationa Taxable Entity’s affiliated or consolidated group Combined Taxation Group and determining the Realized Tax Benefit) due hereunder, such Person shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed to be received by such entity shall be equal to the fair market value of the transferred asset, plus (i) the amount of debt to which such asset is subject, in the case of a transfer of an encumbered asset, asset or (ii) the amount of debt allocated to such asset, in the case of a transfer of a partnership interest.