Common use of FILING OF CONSOLIDATED RETURNS AND PAYMENT OF CONSOLIDATED TAX LIABILITY Clause in Contracts

FILING OF CONSOLIDATED RETURNS AND PAYMENT OF CONSOLIDATED TAX LIABILITY. For all taxable years in which RAI files consolidated federal income tax returns (any such return of the RAI Consolidated Group for any taxable year, a "RAI Consolidated Return") and is entitled to include the Atlas America Consolidated Group in such returns under Sections 1501-1504, or successor provisions, of the Code, RAI shall include the Atlas America Consolidated Group in the consolidated federal income tax returns it files as the common parent corporation of the RAI Consolidated Group. RAI, Atlas America, and the other members of the RAI Consolidated Group shall file any and all consents, elections or other documents and take any other actions necessary or appropriate to effect the filing of such federal income tax returns. For all taxable years in which the Atlas America Consolidated Group is included in the RAI Consolidated Group, RAI shall pay the entire federal income tax liability of the RAI Consolidated Group and shall indemnify and hold harmless Atlas America against any such liability; provided, however, that Atlas America shall make payments to RAI or receive payments from RAI as provided in the Agreement in settlement of the Atlas America Consolidated Group's share of the entire federal income tax liability of the RAI Consolidated Group for any taxable year (which term shall throughout the Agreement include any short taxable year) beginning on or after the IPO Date during which the Atlas America Consolidated Group is included in the RAI Consolidated Group (any such taxable year, an "Agreement Year" and any taxable year ending on or before the IPO Date, a "pre-Agreement Year"). For purposes of this Agreement, the Atlas America Consolidated Group shall be deemed to have a taxable year beginning on October 1, 2003 and ending on the IPO Date (which year shall be treated as a pre-Agreement Year), and the Atlas America Consolidated Group shall be deemed to have a taxable year beginning on the day after the IPO Date and ending on September 30, 2004 (or, if earlier, the date on which the Atlas America Consolidated Group's actual taxable year beginning October 1, 2003 ends) which year shall be treated as an Agreement Year.

FILING OF CONSOLIDATED RETURNS AND PAYMENT OF CONSOLIDATED TAX LIABILITY. For all taxable years in which RAI Viacom files consolidated federal income tax returns (any such return of the RAI Viacom Consolidated Group for any taxable year, a "RAI “Viacom Consolidated Return"”) and is entitled to include the Atlas America Blockbuster Consolidated Group in such returns under Sections 1501-1504, or successor provisions, of the Code, RAI Viacom shall include the Atlas America Blockbuster Consolidated Group in the consolidated federal income tax returns it files as the common parent corporation of the RAI Viacom Consolidated Group. RAIViacom, Atlas AmericaBlockbuster, and the other members of the RAI Viacom Consolidated Group shall file any and all consents, elections or other documents and take any other actions necessary or appropriate to effect the filing of such federal income tax returns. For all taxable years in which the Atlas America Blockbuster Consolidated Group is included in the RAI Viacom Consolidated Group, RAI Viacom shall pay the entire federal income tax liability of the RAI Viacom Consolidated Group and shall indemnify and hold harmless Atlas America Blockbuster against any such liability; provided, however, that Atlas America Blockbuster shall make payments to RAI Viacom or receive payments from RAI Viacom as provided in the Agreement in settlement of the Atlas America Blockbuster Consolidated Group's ’s share of the entire federal income tax liability of the RAI Viacom Consolidated Group for any taxable year (which term shall throughout the Agreement include any short taxable year) beginning on or after the IPO Date during which the Atlas America Blockbuster Consolidated Group is included in the RAI Viacom Consolidated Group (any such taxable year, an "“Agreement Year" ” and any taxable year ending on or before the IPO Date, a "“pre-Agreement Year"”). For purposes of this Agreement, the Atlas America Blockbuster Consolidated Group shall be deemed to have a taxable year beginning on October January 1, 2003 1999 and ending on the IPO Date (which year shall be treated as a pre-Agreement Year), and the Atlas America Blockbuster Consolidated Group shall be deemed to have a taxable year beginning on the day after the IPO Date and ending on September 30December 31, 2004 1999 (or, if earlier, the date on which the Atlas America Blockbuster Consolidated Group's ’s actual taxable year beginning October January 1, 2003 1999 ends) which year shall be treated as an Agreement Year.

FILING OF CONSOLIDATED RETURNS AND PAYMENT OF CONSOLIDATED TAX LIABILITY. For all taxable years in which RAI Viacom files consolidated federal income tax returns (any such return of the RAI Viacom Consolidated Group for any taxable year, a "RAI Viacom Consolidated Return") and is entitled to include the Atlas America Blockbuster Consolidated Group in such returns under Sections 1501-1504, or successor provisions, of the Code, RAI Viacom shall include the Atlas America Blockbuster Consolidated Group in the consolidated federal income tax returns it files as the common parent corporation of the RAI Viacom Consolidated Group. RAIViacom, Atlas AmericaBlockbuster, and the other members of the RAI Viacom Consolidated Group shall file any and all consents, elections or other documents and take any other actions necessary or appropriate to effect the filing of such federal income tax returns. For all taxable years in which the Atlas America Blockbuster Consolidated Group is included in the RAI Viacom Consolidated Group, RAI Viacom shall pay the entire federal income tax liability of the RAI Viacom Consolidated Group and shall indemnify and hold harmless Atlas America Blockbuster against any such liability; providedPROVIDED, howeverHOWEVER, that Atlas America Blockbuster shall make payments to RAI Viacom or receive payments from RAI Viacom as provided in the Agreement in settlement of the Atlas America Blockbuster Consolidated Group's share of the entire federal income tax liability of the RAI Viacom Consolidated Group for any taxable year (which term shall throughout the Agreement include any short taxable year) beginning on or after the IPO Date during which the Atlas America Blockbuster Consolidated Group is included in the RAI Viacom Consolidated Group (any such taxable year, an "Agreement Year" and any taxable year ending on or before the IPO Date, a "pre-Agreement Year"). For purposes of this Agreement, the Atlas America Blockbuster Consolidated Group shall be deemed to have a taxable year beginning on October January 1, 2003 1999 and ending on the IPO Date (which year shall be treated as a pre-Agreement Year), and the Atlas America Blockbuster Consolidated Group shall be deemed to have a taxable year beginning on the day after the IPO Date and ending on September 30December 31, 2004 1999 (or, if earlier, the date on which the Atlas America Blockbuster Consolidated Group's actual taxable year beginning October January 1, 2003 1999 ends) which year shall be treated as an Agreement Year.