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 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. Any Taxes owed DCL and all third-party costs and expenses incurred by them 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 determining and investigating issues related 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 dual consolidated losses of the Code and the Regulations promulgated thereunder), then such party shall bear all of the Taxes resulting from such recaptureOld Viacom Group arising in any Pre-Separation Period.