Departing Members. A corporation whose membership in the GROUP OF COMPANIES ceases or is terminated for any reason whatsoever shall not have any further remedies, rights, or obligations under this AGREEMENT but shall remain liable under this AGREEMENT for payments due from it to other members of the GROUP OF COMPANIES through the date it ceases to be a member.
Departing Members. (a) In the event that any Member of the Group at any time leaves the Group and, under any applicable statutory provision or regulation, that Member is assigned and deemed to take with it all or a portion of any of the tax attributes of the Group (including but not limited to NOL, credit carry forwards, and AMTC carry forwards), then to the extent that the amount of tax attributes so assigned differs from the amount of such attributes previously allocated to such Member under this agreement, the departing Member shall appropriately settle with the Group. Such settlement shall consist of payment (1) on a dollar for dollar basis for all differences in credits, and, (2) in the case of NOL differences (or other differences related to other deductions), in a dollar amount computed by reference to the amount of NOL multiplied by the applicable tax rate relating to such NOL. The settlement payment shall be paid to EUSH within sixty days after the Member leaves the Group. The settlement amounts shall be allocated among the remaining Members of the Group in proportion to the relative level of attributes possessed by each Member and the attributes of each Member shall be adjusted accordingly.
(b) Upon the departure of any Member from the Group, such Member shall allocate its items of income, deduction, loss and credit between the period that it was a Member of the Group and the period thereafter based upon a closing of the books methodology allowed under Treasury Regulation Section 1.1502-76(b)(2). The difference between (1) its prior estimated taxes or payments of Tax Benefit and (2) the amount of taxes due or payments of Tax Benefit due to that Member, shall be appropriately settled on the day such Member leaves the Group or on an alternative date mutually agreeable in writing to the Group and the departing Member.
Departing Members a) Except as provided in Paragraph 11, a Member whose membership in the Affiliated Group ceases or is terminated for any reason whatsoever shall not have any further remedies, rights, or obligations under this Agreement.
b) Notwithstanding the termination of a Member, the provisions of this Agreement will remain in effect with respect to such Member, with respect to any period of time during the tax year in which the departure occurs, for which the income of the departing member must be included in the consolidated federal income tax return.
Departing Members. (a) In the event that any Member of the DRI Group at any time leaves the DRI Group and, under any applicable statutory provision or regulation, that Member is assigned and deemed to take with it all or a portion of any of the tax attributes of the DRI Group (including but not limited to NOL, credit carry forwards, and AMTC carry forwards), then to the extent that the amount of tax attributes so assigned differs from the amount of such attributes previously allocated to such Member under this agreement, the departing Member shall appropriately settle with the DRI Group. Such settlement shall consist of payment (1) on a dollar for dollar basis for all differences in credits, and, (2) in the case of NOL differences (or other differences related to other deductions), in a dollar amount computed by reference to the amount of NOL multiplied by the applicable tax rate relating to such NOL. The settlement payment shall be paid to DRI within sixty days after the Member leaves the DRI Group. The settlement amounts shall be allocated among the remaining Members of the DRI Group in proportion to the relative level of attributes possessed by each Member and the attributes of each Member shall be adjusted accordingly.
(b) Upon the departure of any Member from the DRI Group, such Member shall allocate its items of income, deduction, loss and credit between the period that it was a Member of the DRI Group and the period thereafter based upon a closing of the books methodology allowed under Treasury Regulation Section 1.1502-76(b)(2). The difference between (1) its prior estimated taxes or payments of Tax Benefit and (2) the amount of taxes due or payments of Tax Benefit due to that Member, shall be appropriately settled on the day such Member leaves the Dominion Resources, Inc. Group or on an alternative date mutually agreeable in writing to the Dominion Resources, Inc. Group and the departing Member.
Departing Members. (a) In the event that any Member of the FirstEnergy Group at any time leaves the FirstEnergy Group and, under any applicable statutory provision or regulation, that Member is assigned and deemed to take with it all or a portion of any of the tax attributes of the FirstEnergy Group (including but not limited to NOL, credit carry forwards, and AMTC carry forwards), then to the extent that the amount of tax attributes so assigned differs from the amount of such attributes previously allocated to such Member under this agreement, the departing Member shall appropriately settle with the FirstEnergy Group. Such settlement shall consist of payment (1) on a dollar for dollar basis for all differences in credits, and, (2) in the case of NOL differences (or other differences related to other deductions), in a dollar amount computed by reference to the amount of NOL multiplied by the applicable tax rate relating so such NOL. The settlement payment shall be paid to FirstEnergy within sixty days after the Member leaves the FirstEnergy Group. The settlement amounts shall be allocated among the remaining Members of the FirstEnergy Group in proportion to the relative level of attributes possessed by each Member and the attributes of each Member shall be adjusted accordingly.
(b) Upon the departure of any Member from the FirstEnergy Group, such Member shall allocate its items of income, deduction, loss and credit between the period that it was a Member of the FirstEnergy Group and the period thereafter based upon a closing of the books methodology allowed under Treasury Regulation Section 1.1502-76(b)(2). The difference between (1) its prior estimated taxes or payments of Tax Benefit and (2) the amount of taxes due or payments of Tax Benefit due to that Member, shall be appropriately settled on the day such Member leaves the FirstEnergy Group or on an alternative date mutually agreeable in writing to the FirstEnergy Group and the departing Member.
Departing Members. Any Member corporation which leaves the Parent Affiliated Group shall be bound by this Tax Agreement. Failure of one or more parties hereto to qualify by meeting the definition of Member of the Parent Affiliated Group shall not operate to terminate this Tax Agreement with respect to the other parties as long as two or more parties hereto continue so to qualify.
Departing Members. (a) In the event that any Member of the Energy Group at any time leaves the Energy Group and, under any applicable statutory provision or regulation, that Member is assigned and deemed to take with it all or a portion of any of the tax attributes of the Energy Group (including but not limited to NOL, credit carry forwards, and AMTC carry forwards), then to the extent that the amount of tax attributes so assigned differs from the amount of such attributes previously allocated to such Member under this Agreement, the departing Member shall appropriately settle with the Energy Group. Such settlement shall consist of payment (1) on a dollar for dollar basis for all differences in credits, and, (2) in the case of NOL differences, in an amount computed by reference to the amount of NOL multiplied by the applicable tax rate relating to such NOL. The settlement amounts shall be allocated among the remaining Members of the Energy Group in proportion to the relative level of attributes possessed by each Member and the attributes of each Member shall be adjusted accordingly.
(b) Upon the departure of any Member from the Energy Group, such Member shall allocate its items of income, deduction, loss and credit between the period that it was a Member of the Energy Group and the period thereafter based upon a closing of the books methodology. The difference between (1) its prior estimated taxes or payments of Tax Benefit Amount and (2) the amount of taxes due or payments of Tax Benefit Amount due to that Member, shall be appropriately settled at closing or at an alternative date mutually agreeable to the Energy Group and the departing Member.
Departing Members. 7 9.1 Definition.................................................................7
Departing Members. (a) This Agreement shall cease to apply without amendment with respect to any Member that is no longer part of the Consolidated Group, effective for all Taxable Periods beginning on or after such date, except with respect to Adjustments required pursuant to this Agreement, which shall continue to apply.
(b) Upon the departure of any Member from the Consolidated Group, such Member shall take into account its items of income, deduction, loss, and credit for the Taxable Period that it was a Member of the Consolidated Group and the Taxable Periods thereafter based upon a closing of the books methodology allowed under Section 1.1502-6(b)(2) of the Regulations or similar provisions of state or local law, as applicable. The difference between its prior estimated taxes or payments, and the amount of taxes due or payments of tax benefits due to that Member through the day it ceases to be a Member shall be appropriately settled on the day such Member leaves the Consolidated Group or on an alternative date mutually agreeable in writing by Southern and the departing Member. Southern and such departing Member shall owe no additional amounts to each other under this Agreement after such departing Member is no longer a Member, except with respect to Adjustments under this Agreement relating to the portions of Taxable Periods during which such Member was a part of the Consolidated Group.
Departing Members
