Common use of Dual Consolidated Losses Clause in Contracts

Dual Consolidated Losses. The Parties shall cooperate to avoid causing the Distribution to be a “triggering event” requiring recapture of any dual consolidated loss (within the meaning of Section 1503(d) of the Code and the Regulations thereunder) (“DCL”) for which the Remainco Existing Group has made a “domestic use election” under Reg. §1.1503(d)-6(d) or an election under Reg. §1.1503-2(g)(2), which arose in a Pre-Distribution Period and relates to the Separated Business or the Separated Assets. Without limiting the foregoing, the New News Corporation Group shall make new domestic use elections under Reg. §1.1503(d)-6(f)(2) or enter into closing agreements with the Remainco Group and the IRS under Reg. §1.1503-2(g)(2)(iv)(B) with respect to any such DCL (a “New News Corporation Assumed DCL”), and shall make any additional certifications or enter into any additional agreements under the Regulations, to the extent necessary to avoid recapture of such New News Corporation Assumed DCL. Each of Remainco and New News Corporation shall execute and deliver, or use its best efforts to cause to be executed and delivered, all instruments, data or information, including any required certifications, and to make all filings, and obtain all representations or consents required by the IRS, and to take all such other actions as may be requested by the IRS from time to time in order to enter into one or more DCL closing agreements with respect to the New News Corporation Assumed DCLs. Remainco and New News Corporation shall share equally all third-party costs and expenses incurred by them in connection with entering into a closing agreement with respect to any New News Corporation Assumed DCL. Any Taxes owed in connection with the disallowance of, the failure of certifying, or the recapture of any New News Corporation Assumed DCL shall be borne by Remainco; provided, however, that where such Taxes are attributable to any action, or failure to take any action, after the Distribution by a party hereto (or its Subsidiaries) that would be inconsistent with any applicable domestic use election or DCL closing agreement, or otherwise results in a “triggering event” (within the meaning of Section 1503 of the Code and the Regulations promulgated thereunder), then such party shall bear all of the Taxes resulting from such recapture.

Dual Consolidated Losses. The Parties (i) Notwithstanding anything else to the contrary in this Agreement (including, without limitation, any provision of Article III or Article V hereof) other than Section 5.12(b)(iii), KBR and each member of the KBR Affiliated Group shall cooperate to avoid causing not be liable for, and Halliburton shall indemnify and hold KBR and each member of the Distribution to be KBR Affiliated Group harmless against (A) any and all Tax or other loss resulting from a “triggering event” requiring recapture of a Dual Consolidated Loss resulting from the Spinoff and (B) any dual consolidated loss attributable to the reduction of an ESG Allocated Attribute otherwise available to Halliburton or any member of the Halliburton Affiliated Group resulting from a recapture of a Dual Consolidated Loss resulting from the Spinoff. (ii) Without limiting the generality of Section 6.02(a), KBR agrees to reasonably cooperate with Halliburton and take any action (including executing any agreement or filing any document) or refrain from taking any action as reasonably requested by Halliburton in order to permit the deduction of a Dual Consolidated Loss incurred by Halliburton or any of its present or former Affiliates prior to the Spinoff or during the Deconsolidation Year, including but not limited to filing for relief pursuant to Section 9100 of the Code or pursuant to any other published guidance of the Internal Revenue Service with respect to the late filing of any documents, agreements or certifications, and entering into a closing agreement within the meaning of Section 1503(d) 7121 of the Code and with the Regulations thereunder) Internal Revenue Service (“DCL”) for which the Remainco Existing Group has made a “domestic use election” under Reg. §1.1503(d)-6(d) or an election under Reg. §1.1503-2(g)(2), which arose in a Pre-Distribution Period and relates to the Separated Business or the Separated Assets. Without limiting the foregoing, the New News Corporation Group shall make new domestic use elections under Reg. §1.1503(d)-6(f)(2) or enter into closing agreements with the Remainco Group and the IRS under Reg. §1.1503-2(g)(2)(iv)(BClosing Agreement”) with respect to any such DCL (all Dual Consolidated Losses that Halliburton determines may be required to be recaptured as a “New News Corporation Assumed DCL”), result of the Spinoff. Halliburton will be responsible for and shall make any additional certifications or enter into any additional agreements under the Regulations, bear all costs relating to the extent preparation of any required Closing Agreements (as defined in Treasury Regulations § 1.1503-2T(a)(2)) and for any other filings required under Section 9100 of the Code or any other provision of the Code or Treasury Regulations thereunder with respect to Dual Consolidated Losses. Halliburton shall propose in writing to KBR the Dual Consolidated Losses relating to the KBR Group for which any agreement or filing with the Internal Revenue Service would be necessary to permit the deduction of a Dual Consolidated Loss or avoid the recapture of the Dual Consolidated Losses that would otherwise result from the Spinoff. The final determination of the Dual Consolidated Losses for which such agreements or filings will be submitted shall be subject to the written consent of KBR, which consent shall not be unreasonably withheld. (iii) Notwithstanding Section 5.12(b)(i) hereof, in the event KBR or any of its Affiliates takes or fails to take any action following the Spinoff (including, but not Tax Sharing Agreement Between Halliburton Co. and KBR, Inc. limited to, a failure to execute and deliver the Closing Agreement contemplated by Section 5.12(b)(ii)) that results in a triggering event (as defined in Treasury Regulations § 1.1503-2(g)(2)(iii)) with respect to a Dual Consolidated Loss identified by Halliburton pursuant to Section 5.12(b)(ii) which requires recapture of such New News Corporation Assumed DCL. Each Dual Consolidated Loss, KBR shall indemnify and hold harmless Halliburton and its present and former Affiliates for any and all Tax payable by Halliburton resulting from the recapture of Remainco and New News Corporation shall execute and deliver, the Dual Consolidated Loss or use its best efforts to cause to be executed and delivered, all instruments, data or information, including any required certifications, and to make all filings, and obtain all representations or consents required actual loss recognized by the IRS, and to take all such other actions as may be requested by the IRS from time to time in order to enter into one or more DCL closing agreements with respect Halliburton attributable to the New News Corporation Assumed DCLsreduction of an ESG Allocated Attribute resulting from the recapture of the Dual Consolidated Loss. Remainco For the avoidance of doubt, neither Halliburton nor any of its Affiliates shall be entitled to more than one recovery of any Tax or loss resulting from the Dual Consolidated Loss recapture described in this Section 5.12(b)(iii). (iv) Notwithstanding any other provision of this Agreement to the contrary, KBR shall not indemnify Halliburton and New News Corporation shall share equally all third-party costs its present and expenses incurred by them in connection with entering into a closing agreement former Affiliates with respect to any New News Corporation Assumed DCL. Any Taxes owed in connection with the disallowance of, the failure of certifying, or the Dual Consolidated Loss recapture of any New News Corporation Assumed DCL shall be borne by Remainco; provided, however, that where such Taxes are attributable to Halliburton Productos Ltd., such Dual Consolidated Loss recapture shall not be treated as an item of income of the KBR Group for any actionpurpose of this Agreement, or failure to take and Halliburton shall indemnify and hold harmless KBR and its Affiliates from any action, after the Distribution Tax payable by a party hereto (KBR or its Subsidiaries) that would be inconsistent with any applicable domestic use election or DCL closing agreement, or otherwise results in Affiliates as a “triggering event” (within the meaning result of Section 1503 of the Code and the Regulations promulgated thereunder), then such party shall bear all of the Taxes resulting from such Dual Consolidated Loss recapture.

Dual Consolidated Losses. The Parties shall cooperate (a) CBS and New Viacom agree to avoid causing the Distribution use their best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary or appropriate to enter into and make effective a closing agreement with the IRS pursuant to Treasury Regulation Section 1.1503-2(g)(2)(iv)(B)(3) (a “triggering event” requiring recapture of DCL Closing Agreement”) with respect to any dual consolidated loss (within the meaning of Section 1503(d1503 of the Code) of any New Viacom Entity, any entity that conducts or conducted a New Viacom Discontinued Operation or any separate unit (within the meaning of Treasury Regulation Section 1.1503-2(c)(3)) of the Code and the Regulations thereunder) (“DCL”) for which the Remainco Existing Group has made a “domestic use election” under Reg. §1.1503(d)-6(d) or an election under Reg. §1.1503-2(g)(2), which arose in a Pre-Distribution Period and relates to the Separated New Viacom Business or the Separated Assets. Without limiting the foregoing, the New News Corporation Group shall make new domestic use elections under Reg. §1.1503(d)-6(f)(2) or enter into closing agreements with the Remainco Group and the IRS under Reg. §1.1503-2(g)(2)(iv)(B) with respect to any such DCL Viacom Discontinued Operation (a “New News Corporation Assumed DCL”), as well to obtain relief under Treasury Regulation Section 301.9100 with respect to utilization, certification, or avoidance of recapture of DCLs. Without limitation of the forgoing, CBS and shall make any additional certifications New Viacom shall, as promptly as practicable after the date hereof, prepare and file with the IRS a ruling request applying for one or enter into any additional agreements under the Regulations, more DCL Closing Agreements with respect to the extent necessary DCLs and thereafter shall cooperate in causing to avoid recapture of become effective such New News Corporation Assumed DCLDCL Closing Agreements. Each of Remainco CBS and New News Corporation Viacom shall execute and deliver, or use its best efforts to cause to be executed and delivered, all instruments, data or information, including any required certifications, and to make all filings, and obtain all representations or consents required by the IRS, and to take all such other actions as may be requested by the IRS from time to time in order to enter into one or more DCL closing agreements Closing Agreements with respect to the New News Corporation Assumed DCLs. Remainco New Viacom and New News Corporation CBS shall share equally all third-party costs and expenses incurred by them in connection with entering into a closing agreement DCL Closing Agreement with respect to any New News Corporation Assumed DCL. DCL and all third-party costs and expenses incurred by them in determining and investigating issues related to dual consolidated losses of the Old Viacom Group arising in any Pre-Separation Period. (b) Any Income Taxes owed in connection with the disallowance of, the failure of certifying, or the recapture of any dual consolidated loss (within the meaning of Section 1503 of the Code) of any member of the Old Viacom Group or any separate unit (within the meaning of Treasury Regulation Section 1.1503-2(c)(3)) where such dual consolidated loss arose in a Pre-Separation Period and relates to the New News Corporation Assumed DCL Viacom Business or the New Viacom Discontinued Operations (excluding the business of Blockbuster Inc., its subsidiaries and any of their respective separate units) shall be borne by Remaincoshared equally between New Viacom and CBS and shall not be treated as attributable to the New Viacom Business, the New Viacom Discontinued Operations, the CBS Business or the CBS Discontinued Operations; provided, however, that where such Income Taxes are attributable to any action, or failure to take any action, after the Distribution Separation Date by a party hereto (or its Subsidiaries) that would be inconsistent with any applicable domestic use election or DCL closing agreement, Closing Agreement or otherwise results in a “triggering event” (within the meaning of Section 1503 of the Code and the Treasury Regulations promulgated thereunder), then such party shall bear all of the Income Taxes resulting from such recapture; provided, further, that in applying Section 3.2(d) with respect to this Section 4.4(b), correlative adjustments shall be computed by also taking into account (without duplication) tax benefits Actually Received within 3 years of the date that the Income Taxes to which this Section 4.4(b) applies are due, and the parties shall make appropriate payments to reflect the foregoing.

Dual Consolidated Losses. The Parties (i) Notwithstanding anything else to the contrary in this Agreement (including, without limitation, any provision of Article III or Article V hereof) other than Section 5.12(b)(iii), KBR and each member of the KBR Affiliated Group shall cooperate to avoid causing not be liable for, and Halliburton shall indemnify and hold KBR and each member of the Distribution to be KBR Affiliated Group harmless against (A) any and all Tax or other loss resulting from a “triggering event” requiring recapture of a Dual Consolidated Loss resulting from the Spinoff and (B) any dual consolidated loss attributable to the reduction of an ESG Allocated Attribute otherwise available to Halliburton or any member of the Halliburton Affiliated Group resulting from a recapture of a Dual Consolidated Loss resulting from the Spinoff. (ii) Without limiting the generality of Section 6.02(a), KBR agrees to reasonably cooperate with Halliburton and take any action (including executing any agreement or filing any document) or refrain from taking any action as reasonably requested by Halliburton in order to permit the deduction of a Dual Consolidated Loss incurred by Halliburton or any of its present or former Affiliates prior to the Spinoff or during the Deconsolidation Year, including but not limited to filing for relief pursuant to Section 9100 of the Code or pursuant to any other published guidance of the Internal Revenue Service with respect to the late filing of any documents, agreements or certifications, and entering into a closing agreement within the meaning of Section 1503(d) 7121 of the Code and with the Regulations thereunder) Internal Revenue Service (“DCL”) for which the Remainco Existing Group has made a “domestic use election” under Reg. §1.1503(d)-6(d) or an election under Reg. §1.1503-2(g)(2), which arose in a Pre-Distribution Period and relates to the Separated Business or the Separated Assets. Without limiting the foregoing, the New News Corporation Group shall make new domestic use elections under Reg. §1.1503(d)-6(f)(2) or enter into closing agreements with the Remainco Group and the IRS under Reg. §1.1503-2(g)(2)(iv)(BClosing Agreement”) with respect to any such DCL (all Dual Consolidated Losses that Halliburton determines may be required to be recaptured as a “New News Corporation Assumed DCL”), result of the Spinoff. Halliburton will be responsible for and shall make any additional certifications or enter into any additional agreements under the Regulations, bear all costs relating to the extent preparation of any required Closing Agreements (as defined in Treasury Regulations § 1.1503-2T(a)(2)) and for any other filings required under Section 9100 of the Code or any other provision of the Code or Treasury Regulations thereunder with respect to Dual Consolidated Losses. Halliburton shall propose in writing to KBR the Dual Consolidated Losses relating to the KBR Group for which any agreement or filing with the Internal Revenue Service would be necessary to permit the deduction of a Dual Consolidated Loss or avoid the recapture of the Dual Consolidated Losses that would otherwise result from the Spinoff. The final determination of the Dual Consolidated Losses for which such agreements or filings will be submitted shall be subject to the written consent of KBR, which consent shall not be unreasonably withheld. (iii) Notwithstanding Section 5.12(b)(i) hereof, in the event KBR or any of its Affiliates takes or fails to take any action following the Spinoff (including, but not limited to, a failure to execute and deliver the Closing Agreement contemplated by Section 5.12(b)(ii)) that results in a triggering event (as defined in Treasury Regulations § 1.1503-2(g)(2)(iii)) with respect to a Dual Consolidated Loss identified by Halliburton pursuant to Section 5.12(b)(ii) which requires recapture of such New News Corporation Assumed DCL. Each Dual Consolidated Loss, KBR shall indemnify and hold harmless Halliburton and its present and former Affiliates for any and all Tax payable by Halliburton resulting from the recapture of Remainco and New News Corporation shall execute and deliver, the Dual Consolidated Loss or use its best efforts to cause to be executed and delivered, all instruments, data or information, including any required certifications, and to make all filings, and obtain all representations or consents required actual loss recognized by the IRS, and to take all such other actions as may be requested by the IRS from time to time in order to enter into one or more DCL closing agreements with respect Halliburton attributable to the New News Corporation Assumed DCLsreduction of an ESG Allocated Attribute resulting from the recapture of the Dual Consolidated Loss. Remainco For the avoidance of doubt, neither Halliburton nor any of its Affiliates shall be entitled to more than one recovery of any Tax or loss resulting from the Dual Consolidated Loss recapture described in this Section 5.12(b)(iii). (iv) Notwithstanding any other provision of this Agreement to the contrary, KBR shall not indemnify Halliburton and New News Corporation shall share equally all third-party costs its present and expenses incurred by them in connection with entering into a closing agreement former Affiliates with respect to any New News Corporation Assumed DCL. Any Taxes owed in connection with the disallowance of, the failure of certifying, or the Dual Consolidated Loss recapture of any New News Corporation Assumed DCL shall be borne by Remainco; provided, however, that where such Taxes are attributable to Halliburton Productos Ltd., such Dual Consolidated Loss recapture shall not be treated as an item of income of the KBR Group for any actionpurpose of this Agreement, or failure to take and Halliburton shall indemnify and hold harmless KBR and its Affiliates from any action, after the Distribution Tax payable by a party hereto (KBR or its Subsidiaries) that would be inconsistent with any applicable domestic use election or DCL closing agreement, or otherwise results in Affiliates as a “triggering event” (within the meaning result of Section 1503 of the Code and the Regulations promulgated thereunder), then such party shall bear all of the Taxes resulting from such Dual Consolidated Loss recapture.