Common use of Joint Returns and Certain Other Returns Clause in Contracts

Joint Returns and Certain Other Returns. In the case of any Tax Contest with respect to (I) any Joint Return (other than any MINC Federal Consolidated Income Tax Return or any MINC State Combined Income Tax Return) or (II) any Return of Other Taxes described in clause (II) of Section 5.02, (i) MINC shall control the defense or prosecution of the portion of the Tax Contest directly and exclusively related to any MINC Adjustment, including settlement of any such MINC Adjustment and (ii) Freescale shall control the defense or prosecution of the portion of the Tax Contest directly and exclusively related to any Freescale Adjustment, including settlement of any such Freescale Adjustment, and (iii) the Tax Contest Committee shall control the defense or prosecution of Joint Adjustments and any and all administrative matters not directly and exclusively related to any MINC Adjustment or Freescale Adjustment. The “Tax Contest Committee” shall be comprised of two persons, one person selected by MINC (as designated in writing to Freescale) and one person selected by Freescale (as designated in writing to MINC). Each person serving on the Tax Contest Committee shall continue to serve unless and until he or she is replaced by the party designating such person. Any and all matters to be decided by the Tax Contest Committee shall require the unanimous approval of both persons serving on the committee. In the event the Tax Contest Committee shall be deadlocked on any matter, the provisions of Section 14 of this Agreement shall apply.

Joint Returns and Certain Other Returns. In the case of any Tax Contest with respect to (I) any Joint Return (other than any MINC NTELOS Federal Consolidated Income Tax Return or any MINC NTELOS State Combined Income Tax Return) or (II) any Return of Other Taxes described in clause (II) of Section 5.02, (i) MINC NTELOS shall control the defense or prosecution of the portion of the Tax Contest directly and exclusively related to any MINC NTELOS Adjustment, including settlement of any such MINC NTELOS Adjustment and (ii) Freescale Wireline shall control the defense or prosecution of the portion of the Tax Contest directly and exclusively related to any Freescale Wireline Adjustment, including settlement of any such Freescale Wireline Adjustment, and (iii) the Tax Contest Committee shall control the defense or prosecution of Joint Adjustments and any and all administrative matters not directly and exclusively related to any MINC NTELOS Adjustment or Freescale Wireline Adjustment. The “Tax Contest Committee” shall be comprised of two persons, one person selected by MINC NTELOS (as designated in writing to FreescaleWireline) and one person selected by Freescale Wireline (as designated in writing to MINCNTELOS). Each person serving on the Tax Contest Committee shall continue to serve unless and until he or she is replaced by the party designating such person. Any and all matters to be decided by the Tax Contest Committee shall require the unanimous approval of both persons serving on the committee. In the event the Tax Contest Committee shall be deadlocked on any matter, the provisions of Section 14 of this Agreement shall apply.