Common use of Consolidated Federal Income Tax Returns Clause in Contracts

Consolidated Federal Income Tax Returns. All consolidated federal income Tax Returns which include a member of the FAF Group and the LAC Group that are required to be filed for periods beginning before the Distribution Date shall be prepared and filed by FAF. LAC shall, for each of such aforesaid taxable periods for which it or any member of the LAC Group is includible in the consolidated federal income Tax Return of the FAF Group, provide FAF with a true, complete, and correct (i) separate federal income Tax Returns for LAC and each member of the LAC Group together with accompanying computations of the separate federal income Tax liabilities of LAC and each member of the LAC Group and (ii) a reconciliation of book income to federal taxable income for LAC and each member of the LAC Group. LAC shall use its best efforts to provide FAF with such Returns and computations on or before the first day of the sixth month following the end of the period to which such Returns and computations relate, but in any event LAC shall provide such Returns and computations no later than the fifteenth day of the sixth month following the end of the period to which such Returns and computations relate. FAF shall notify LAC of the intended filing date of its then due consolidated federal income Tax Return and LAC shall pay FAF at least seven (7) days prior to such filing date the amount of total federal income Tax liability, including without limitation, any alternative minimum tax liability, shown on the above-referenced deemed consolidated federal income Tax Returns for the members of the LAC Group includible in FAF's consolidated federal income Tax Return, reduced by all Estimated Tax payments theretofore made by LAC or any LAC Group member to FAF on account of such Tax liability, or if such Estimated Tax payments in the aggregate exceed the federal income Tax liability of LAC and each member of the LAC Group, FAF shall pay such excess to LAC within thirty (30) days of the filing by FAF of the consolidated federal income Tax Return with respect to which such overpayment relates. Anything herein to the contrary notwithstanding, LAC for itself and each member of the LAC Group shall calculate and shall remit to FAF at least seven (7) days prior to the due date of each FAF Estimated Tax payment for 1998 the Estimated Tax liability, attributable to LAC and each member of the LAC Group on a consolidated basis for the short period beginning on January 1, 1998 and ending on the Distribution Date. FAF agrees to permit LAC Group to review and comment on each Tax Return prior to filing and shall make such revisions to such Tax Returns as reasonably requested by LAC.

Consolidated Federal Income Tax Returns. All If any adjustment is made by the IRS with respect to any consolidated federal income Tax Returns Return which include includes a member of the FAF Viad Group and a member of the LAC Newco Group that are is required to be filed for periods a taxable period beginning before the Distribution Date Date, then to the extent that such adjustment either increases the taxable income, reduces the taxable loss, decreases the tax credits or otherwise adjusts any Tax Item reflected on such Tax Return, the Tax liability of the Newco Group shall be prepared redetermined in accordance with the principles of this Agreement (including, without limitation, Article II for Tax Returns filed prior to, on or after the date hereof) taking into account such adjustment. If such redetermination results in a greater Tax liability for any period for the Newco Group, Newco and filed each other member of the Newco Group shall be liable for such increases in Taxes (except to the extent there is an offsetting Tax Benefit to Viad, in which case the Tax Benefit will be netted against the increase in Tax if such Tax Benefit is realized in the same year and otherwise will be paid by FAFViad to Newco if, as and when realized by Viad). LAC shall, for each of such aforesaid taxable periods for which it or If any member of the LAC Newco Group is includible in the consolidated federal income Tax Return shall have any liability as a result of the FAF Groupthis Section 3.01(a), provide FAF with a true, complete, and correct (i) separate federal income Tax Returns for LAC and each member of the LAC Group together with accompanying computations of the separate federal income Tax liabilities of LAC and each member of the LAC Group and (ii) a reconciliation of book income to federal taxable income for LAC and each member of the LAC Group. LAC shall use its best efforts to provide FAF with such Returns and computations on or before the first day of the sixth month following the end of the period to which such Returns and computations relate, but in any event LAC shall provide such Returns and computations no later than the fifteenth day of the sixth month following the end of the period to which such Returns and computations relate. FAF shall notify LAC of the intended filing date of its then due consolidated federal income Tax Return and LAC Newco shall pay FAF at least seven (7) days prior to such filing date the amount of total federal income Tax liabilityViad, including without limitation, hold Viad harmless and indemnify Viad for any alternative minimum tax liability, shown on the above-referenced deemed consolidated federal income Tax Returns for the members of the LAC Group includible in FAF's consolidated federal income Tax Return, reduced by all Estimated Tax payments theretofore made by LAC or any LAC Group member to FAF on account of such Tax liability, or if for any costs and attorneys fees spent to contest such Estimated Tax payments in liability, and the aggregate exceed the federal income Tax liability of LAC and each member of the LAC Group, FAF amount thereof shall pay such excess be paid by Newco to LAC Viad within thirty (30) days of the filing receipt by FAF Newco of written notice of such liability, together with a computation of the consolidated federal income Tax Return with respect amount due and supporting documentation in such detail as Newco may reasonably request to which verify the computation of the amount due. Any such overpayment relatesrequired payment not made within such thirty (30) day period shall thereafter bear interest until paid at the then most recently published Underpayment Rate. Anything herein to For taxable periods beginning on or after the contrary notwithstandingDistribution Date, LAC for itself and each in the event that Newco or any member of the LAC Newco Group pays a liability which creates a Tax Benefit for Viad, which Tax Benefit would not have arisen but for the payment of such liability, such Tax Benefit will be paid by Viad to Newco if, as and when realized by Viad; provided, however, that if Viad shall calculate pay Newco for such Tax Benefit and subsequently determine that is has lost the benefit of all or a portion of such Tax Benefit, Newco shall promptly remit to FAF at least seven (7) days prior Viad the amount certified by Viad to be the amount necessary to restore Viad to the due date of each FAF Estimated Tax position Viad would have been in if no payment for 1998 the Estimated Tax liability, attributable had been made by Viad to LAC and each member of the LAC Group on a consolidated basis for the short period beginning on January 1, 1998 and ending on the Distribution Date. FAF agrees Newco pursuant to permit LAC Group to review and comment on each Tax Return prior to filing and shall make such revisions to such Tax Returns as reasonably requested by LACthis sentence.

Consolidated Federal Income Tax Returns. All If any adjustment is made by the IRS with respect to any consolidated federal income Tax Returns Return which include includes a member of the FAF Viad Group and a member of the LAC Newco Group that are is required to be filed for periods a taxable period beginning before the Distribution Date Date, then to the extent that such adjustment either increases the taxable income, reduces the taxable loss, decreases the tax credits or otherwise adjusts any Tax Item reflected on such Tax Return, the Tax liability of the Newco Group shall be prepared redetermined in accordance with the principles of this Agreement (including, without limitation, Article II for Tax Returns filed prior to, on or after the date hereof) taking into account such adjustment. If such redetermination results in a greater Tax liability for any period for the Newco Group, Newco and filed each other member of the Newco Group shall be liable for such increases in Taxes (except to the extent there is an offsetting Tax Benefit to Viad, in which case the Tax Benefit will be netted against the increase in Tax if such Tax Benefit is realized in the same year and otherwise will be paid by FAFViad to Newco if, as and when realized by Viad). LAC shall, for each of such aforesaid taxable periods for which it or If any member of the LAC Newco Group is includible in the consolidated federal income Tax Return shall have any liability as a result of the FAF Groupthis Section 3.01(a), provide FAF with a true, complete, and correct (i) separate federal income Tax Returns for LAC and each member of the LAC Group together with accompanying computations of the separate federal income Tax liabilities of LAC and each member of the LAC Group and (ii) a reconciliation of book income to federal taxable income for LAC and each member of the LAC Group. LAC shall use its best efforts to provide FAF with such Returns and computations on or before the first day of the sixth month following the end of the period to which such Returns and computations relate, but in any event LAC shall provide such Returns and computations no later than the fifteenth day of the sixth month following the end of the period to which such Returns and computations relate. FAF shall notify LAC of the intended filing date of its then due consolidated federal income Tax Return and LAC Newco shall pay FAF at least seven (7) days prior to such filing date the amount of total federal income Tax liabilityViad, including without limitation, hold Viad harmless and indemnify Viad for any alternative minimum tax liability, shown on the above-referenced deemed consolidated federal income Tax Returns for the members of the LAC Group includible in FAF's consolidated federal income Tax Return, reduced by all Estimated Tax payments theretofore made by LAC or any LAC Group member to FAF on account of such Tax liability, or if for any costs and attorneys fees spent to contest such Estimated Tax payments in liability, and the aggregate exceed the federal income Tax liability of LAC and each member of the LAC Group, FAF amount thereof shall pay such excess be paid by Newco to LAC Viad within thirty (30) days of the filing receipt by FAF Newco of written notice of such liability, together with a computation of the consolidated federal income Tax Return with respect amount due and supporting documentation in such detail as Newco may reasonably request to which verify the computation of the amount due. Any such overpayment relatesrequired payment not made within such thirty (30) day period shall thereafter bear interest until paid at the then most recently published Underpayment Rate. Anything herein to For taxable periods beginning on or after the contrary notwithstandingDistribution Date, LAC for itself and each in the event that Newco or any member of the LAC Newco Group pays a liability which creates a Tax Benefit for Viad, which Tax Benefit would not have arisen but for the payment of such liability, such Tax Benefit will be paid by Viad to Newco if, as and when realized by Viad; provided, however, that if Viad shall calculate pay Newco for such Tax Benefit and subsequently determine that it has lost the benefit of all or a portion of such Tax Benefit, Newco shall promptly remit to FAF at least seven (7) days prior Viad the amount certified by Viad to be the amount necessary to restore Viad to the due date of each FAF Estimated Tax position Viad would have been in if no payment for 1998 the Estimated Tax liability, attributable had been made by Viad to LAC and each member of the LAC Group on a consolidated basis for the short period beginning on January 1, 1998 and ending on the Distribution Date. FAF agrees Newco pursuant to permit LAC Group to review and comment on each Tax Return prior to filing and shall make such revisions to such Tax Returns as reasonably requested by LACthis sentence.

Consolidated Federal Income Tax Returns. All consolidated federal income Tax Returns which include a member of the FAF Viad Group and a member of the LAC Newco Group that are required to be filed for periods beginning before the Distribution Date shall be prepared and filed by FAFViad. LAC Newco shall, for each of such aforesaid taxable periods for which it or any member of the LAC Newco Group is includible in the consolidated federal income Tax Return of the FAF GroupViad, provide FAF Viad with a true, complete, and correct (i) pro forma consolidated federal income Tax Return (without regard to the alternative minimum tax) for those members of the Newco Group includible in Viad’s consolidated federal income Tax Return for such taxable period, treating Newco as the common parent of such deemed consolidated group, together with an accompanying computation of the pro forma consolidated federal income Tax liability (without regard to the alternative minimum tax) of such deemed consolidated group, (ii) separate federal income Tax Returns (without regard to the alternative minimum tax) for LAC Newco and each member of the LAC Newco Group together with accompanying computations of the separate federal income Tax liabilities (without regard to the alternative minimum tax) of LAC Newco and each member of the LAC Newco Group and (iiiii) a reconciliation of book income to federal taxable income for LAC Newco and each member of the LAC Newco Group. LAC Such Tax Returns and reconciliation shall use its best efforts be subject to review and reasonable approval by Viad and Newco shall reflect in them any reasonable comments of Viad. Newco shall provide FAF Viad with such Returns and computations on or before the first (1st) day of the sixth eighth (8th) month following the end of the period to which such Returns and computations relate, but in any event LAC Newco shall provide such Returns and computations no later than the fifteenth (15th) day of the sixth eighth (8th) month following the end of the period to which such Returns and computations relaterelate unless another date is agreed to in writing by both parties. FAF Viad shall notify LAC Newco of the intended filing date of its then due consolidated federal income Tax Return and LAC Newco shall pay FAF Viad at least seven one (71) days day prior to such filing date the amount of total federal income Tax liability, including without limitation, any alternative minimum tax liability, liability shown on the above-referenced deemed pro forma consolidated federal income Tax Returns (reflecting Viad’s comments) for the members of the LAC Newco Group includible in FAF's Viad’s consolidated federal income Tax Return, reduced by all Estimated Tax payments theretofore made by LAC Newco or any LAC Newco Group member to FAF Viad on account of such Tax liability, or if such Estimated Tax payments in the aggregate exceed the federal income Tax liability of LAC Newco and each member of the LAC Newco Group, FAF Viad shall pay such excess to LAC Newco within thirty (30) days of the filing by FAF Viad of the consolidated federal income Tax Return with respect to which such overpayment relates. Additionally, Newco shall pay Viad at least one (1) day prior to such filing date an amount (calculated in the manner described in Section 2.01(d)) equal to the value of the Tax Attributes, if any, apportioned or allocated to Newco as a result of the Tax filing. Anything herein to the contrary notwithstanding, LAC Newco for itself and each member of the LAC Newco Group shall calculate and shall remit to FAF Viad at least seven two (72) days prior to the due date of each FAF Viad Estimated Tax payment for 1998 the Estimated Tax liability, liability attributable to LAC Newco and each member of the LAC Newco Group on a consolidated basis for the short period beginning on January 1to which such Estimated Tax payment relates; provided, 1998 and ending on the Distribution Date. FAF agrees to permit LAC Group however, that such calculation shall be subject to review and comment on each Tax Return prior to filing and shall make such revisions to such Tax Returns as reasonably requested approval by LACViad.

Consolidated Federal Income Tax Returns. All consolidated federal income Tax Returns which include a member of the FAF Viad Group and a member of the LAC Newco Group that are required to be filed for periods beginning before the Distribution Date shall be prepared and filed by FAFViad. LAC Newco shall, for each of such aforesaid taxable periods for which it or any member of the LAC Newco Group is includible in the consolidated federal income Tax Return of the FAF GroupViad, provide FAF Viad with a true, complete, and correct (i) pro forma consolidated federal income Tax Return (without regard to the alternative minimum tax) for those members of the Newco Group includible in Viad’s consolidated federal income Tax Return for such taxable period, treating Newco as the common parent of such deemed consolidated group, together with an accompanying computation of the pro forma consolidated federal income Tax liability (without regard to the alternative minimum tax) of such deemed consolidated group, (ii) separate federal income Tax Returns (without regard to the alternative minimum tax) for LAC Newco and each member of the LAC Newco Group together with accompanying computations of the separate federal income Tax liabilities (without regard to the alternative minimum tax) of LAC Newco and each member of the LAC Newco Group and (iiiii) a reconciliation of book income to federal taxable income for LAC Newco and each member of the LAC Newco Group. LAC Such Tax Returns and reconciliation shall use its best efforts be subject to review and reasonable approval by Viad and Newco shall reflect in them any reasonable comments of Viad. Newco shall provide FAF Viad with such Returns and computations on or before the first (1st) day of the sixth eighth (8th) month following the end of the period to which such Returns and computations relate, but in any event LAC Newco shall provide such Returns and computations no later than the fifteenth (15th) day of the sixth eighth (8th) month following the end of the period to which such Returns and computations relaterelate unless another date is agreed to in writing by both parties. FAF Viad shall notify LAC Newco of the intended filing date of its then due consolidated federal income Tax Return and LAC Newco shall pay FAF Viad at least seven one (71) days day prior to such filing date the amount of total federal income Tax liability, including without limitation, any alternative minimum tax liability, liability shown on the above-referenced deemed pro forma consolidated federal income Tax Returns (reflecting Viad’s comments) for the members of the LAC Newco Group includible in FAF's Viad’s consolidated federal income Tax Return, reduced by all Estimated Tax payments theretofore made by LAC Newco or any LAC Newco Group member to FAF Viad on account of such Tax liability, or if such Estimated Tax payments in the aggregate exceed the federal income Tax liability of LAC Newco and each member of the LAC Newco Group, FAF Viad shall pay such excess to LAC Newco within thirty (30) days of the filing by FAF Viad of the consolidated federal income Tax Return with respect to which such overpayment relates. Additionally, Newco shall pay Viad at least one (1) day prior to such filing date an amount (calculated in the manner described in Section 2.01(d)) equal to the value of the Tax Attributes, if any, apportioned or allocated to Newco as a result of the Tax filing. Anything herein to the contrary notwithstanding, LAC Newco for itself and each member of the LAC Newco Group shall calculate and shall remit to FAF Viad at least seven two (72) days day prior to the due date of each FAF Viad Estimated Tax payment for 1998 the Estimated Tax liability, liability attributable to LAC Newco and each member of the LAC Newco Group on a consolidated basis for the short period beginning on January 1to which such Estimated Tax payment relates; provided, 1998 and ending on the Distribution Date. FAF agrees to permit LAC Group however, that such calculation shall be subject to review and comment on each Tax Return prior to filing and shall make such revisions to such Tax Returns as reasonably requested approval by LACViad.