Common use of Liability Resulting from a GCI Tainting Act Clause in Contracts

Liability Resulting from a GCI Tainting Act. In the event that GCI is ------------------------------------------- liable for Restructuring Taxes because the Distribution failed to meet the requirements of Sections 368(a)(1)(D) and 355 of the Code for nonrecognition of gain or loss due solely to a GCI Tainting Act, then GCI shall be allocated all liability for: (1) the Restructuring Taxes; (2) any claim against GCI or any member of the Post-Distribution GCI Group for liability to shareholders of GCI arising out of the determination that the Distribution failed to meet the requirements of Section 355 of the Code for nonrecognition of gain or loss; and (3) any and all other liability that arises as a direct consequence of, or would not have otherwise arisen but for, the determination that GCI is liable for the Restructuring Taxes as a result of the GCI Tainting Act. For purposes of this Section 4.1, any failure of the Distribution to meet the requirements of Code Sections 368(a)(1)(D) and 355 shall be treated as due solely to a GCI Tainting Act if any of the following items shall have occurred; provided, however, that none of the items set forth in 4.1(a)(i)-(vi) shall have occurred first:

Liability Resulting from a GCI Tainting Act. In the event that GCI ------------------------------------------- is ------------------------------------------- liable for Restructuring Taxes because the Distribution failed to meet the requirements of Sections 368(a)(1)(D) and 355 of the Code for nonrecognition of gain or loss due solely to a GCI Tainting Act, then GCI shall be allocated all liability for: (1) the Restructuring Taxes; (2) any claim against GCI or any member of the Post-Post- Distribution GCI Group for liability to shareholders of GCI arising out of the determination that the Distribution failed to meet the requirements of Section 355 of the Code for nonrecognition of gain or loss; and (3) any and all other liability that arises as a direct consequence of, or would not have otherwise arisen but for, the determination that GCI is liable for the Restructuring Taxes as a result of the GCI Tainting Act. For purposes of this Section 4.1, any failure of the Distribution to meet the requirements of Code Sections 368(a)(1)(D) and 355 shall be treated as due solely to a GCI Tainting Act if any of the following items shall have occurred; provided, however, that none of the items set forth in 4.1(a)(i)-(vi) shall have occurred first: