Common use of Gain Recognition Agreements Clause in Contracts

Gain Recognition Agreements. (a) Notwithstanding Sections 2.1 and 2.3 of this Agreement, New D&B shall prepare all documentation required to be filed with any Tax Returns, including required annual certifications, relating to gain recognition agreements under Section 367(a) of the Code entered into with respect to transactions relating to members of the New D&B Group, and the Corporation shall prepare all documentation required to be filed with any Tax Returns, including required annual certifications, relating to gain recognition agreements under Section 367(a) of the Code entered into with respect to transactions relating to members of the Moody's Group. Such documentation shall be provided to the Party filing the relevant Tax Return at least 30 days prior to the date on which such Tax Return is due (including extensions), and the Party filing such Tax Return shall be obligated to file such documentation with the appropriate Tax Return. (b) In the event that any member of the Moody's Group transfers, liquidates or otherwise disposes of the stock or assets of any entity subject to a gain recognition agreement under Section 367(a) of the Code that results in any member of the New D&B Group recognizing gain pursuant to such gain recognition agreement, then the Corporation shall be liable for any resulting Taxes that any member of the New D&B Group is required to pay. In the event that any member of the New D&B Group transfers, liquidates or otherwise disposes of the stock or assets of any entity subject to a gain recognition agreement under Section 367(a) of the Code that results in any member of

Gain Recognition Agreements. (a) Notwithstanding Sections 2.1 and 2.3 of this Agreement, New D&B shall prepare all documentation required to be filed with any Tax Returns, including required annual certifications, relating to gain recognition agreements under Section 367(a) of the Code entered into with respect to transactions relating to members of the New D&B Group, and the Corporation shall prepare all documentation required to be filed with any Tax Returns, including required annual certifications, relating to gain recognition agreements under Section 367(a) of the Code entered into with respect to transactions relating to members of the Moody's Group. Such documentation shall be 12 12 provided to the Party filing the relevant Tax Return at least 30 days prior to the date on which such Tax Return is due (including extensions), and the Party filing such Tax Return shall be obligated to file such documentation with the appropriate Tax Return. (b) In the event that any member of the Moody's Group transfers, liquidates or otherwise disposes of the stock or assets of any entity subject to a gain recognition agreement under Section 367(a) of the Code that results in any member of the New D&B Group recognizing gain pursuant to such gain recognition agreement, then the Corporation shall be liable for any resulting Taxes that any member of the New D&B Group is required to pay. In the event that any member of the New D&B Group transfers, liquidates or otherwise disposes of the stock or assets of any entity subject to a gain recognition agreement under Section 367(a) of the Code that results in any member ofof the Moody's Group recognizing gain pursuant to such gain recognition agreement, then New D&B shall be liable for any resulting Taxes that any member of the Moody's Group is required to pay.