Common use of POST-DECONSOLIDATION Clause in Contracts

POST-DECONSOLIDATION. 4.1 Each Party covenants that on or after a Deconsolidation it will not make or change any tax election, change any accounting method, amend any tax return or take any tax position on any tax return, take any other action, omit to take any action or enter into any transaction that results in any increased tax liability or reduction of any Tax Attribute of the Parent Consolidated Group or any member thereof in respect of any Pre-Deconsolidation Tax Period, without first obtaining the written consent of the other Parties. 4.2 In the event of a Deconsolidation, Parent may, at its option, elect, and the applicable Party shall join Parent in electing, to ratably allocate items (other than extraordinary items) of the applicable Party in accordance with relevant provisions of the Treasury Regulations Section 1.1502-76. 4.3 In the event of a Deconsolidation, during any Post-Deconsolidation Period, Parent shall promptly notify SuperMedia in writing upon receipt by any includable member of the Parent Consolidated Group of notice in writing of any Proceeding in respect of a Pre-Deconsolidation Period. SuperMedia shall be entitled to participate in such Proceeding at its own expense; provided that SuperMedia shall, following its receipt of notice of such Proceeding from Parent, promptly notify Parent in writing of its intention to participate in such Proceeding. In the event that SuperMedia elects to participate in any such proceeding, Parent shall not settle or resolve any issue that could materially affect SuperMedia’s liability for Taxes without SuperMedia’s consent; such consent not to be unreasonably withheld conditioned or delayed. Parent shall provide SuperMedia with copies of any correspondence received from the taxing authorities related to any such Proceedings controlled by Parent, as reasonably requested by SuperMedia. 4.4 Parent agrees to pay SuperMedia 100% of the actual tax benefit received by the Parent Consolidated Group from the use in any Tax Period of a carryback of any Tax Attribute of SuperMedia from a Post-Deconsolidation Tax Period, determined and paid in accordance with the principles of Article III. If, subsequent to the payment by Parent to SuperMedia of any such amount, there shall be (i) a Final Determination which results in a disallowance or a reduction of the Tax Attribute so carried back or (ii) a reduction in the amount of the benefit realized by the Parent Consolidated Group as a result of any other Tax Attribute that arises in a Post-Deconsolidation Tax Period, SuperMedia shall (net of any out-of-pocket costs) repay Parent within 90 days of such event described in (i) or (ii) of this paragraph (an “Event” or, collectively, the “Events”) any amount which would not have been payable to SuperMedia pursuant to this Section 4.4 had the amount of the benefit been determined in light of the Events. 4.5 SuperMedia shall hold Parent harmless for any penalty or interest payable by any member of the Parent Consolidated Group, solely as a result of any Event. Any such amount shall be paid by SuperMedia to Parent within 90 days of the payment by Parent or any member of the Parent Consolidated Group of any such interest or penalty. 4.6 Parent may designate DOS, as its service agent, as the payor of any payment required to be paid by Parent to SuperMedia pursuant to Section 4.4 or as the payee of any payment required to be paid by SuperMedia to Parent pursuant to Sections 4.4 or 4.5.

POST-DECONSOLIDATION. 4.1 Each Party covenants that on or after a Deconsolidation it will not make or change any tax election, change any accounting method, amend any tax return or take any tax position on any tax return, take any other action, omit to take any action or enter into any transaction that results in any increased tax liability or reduction of any Tax Attribute of the Parent DMI Consolidated Group or any member thereof in respect of any Pre-Deconsolidation Tax Period, without first obtaining the written consent of the other Parties. 4.2 In the event of a Deconsolidation, Parent DMI may, at its option, elect, and the applicable Party shall join Parent DMI in electing, to ratably allocate items (other than extraordinary items) of the applicable Party in accordance with relevant provisions of the Treasury Regulations Section 1.1502-76. 4.3 In the event of a Deconsolidation, during any Post-Deconsolidation Period, Parent DMI shall promptly notify SuperMedia the applicable Party in writing upon receipt by any includable member of the Parent DMI Consolidated Group of notice in writing of any Proceeding in respect of a Pre-Deconsolidation Period. SuperMedia The applicable Party shall be entitled to participate in such Proceeding at its own expense; provided that SuperMedia the applicable Party shall, following its receipt of notice of such Proceeding from ParentDMI, promptly notify Parent DMI in writing of its intention to participate in such Proceeding. In the event that SuperMedia the applicable Party elects to participate in any such proceeding, Parent DMI shall not settle or resolve any issue that could materially affect SuperMediathe applicable Party’s liability for Taxes without SuperMediathe applicable Party’s consent; such consent not to be unreasonably withheld conditioned or delayed. Parent DMI shall provide SuperMedia the applicable Party with copies of any correspondence received from the taxing authorities related to any such Proceedings controlled by ParentDMI, as reasonably requested by SuperMediathe applicable Party. 4.4 Parent DMI agrees to pay SuperMedia the applicable Party 100% of the actual tax benefit received by the Parent DMI Consolidated Group from the use in any Tax Period of a carryback of any Tax Attribute of SuperMedia the applicable Party from a Post-Deconsolidation Tax Period, determined and paid in accordance with the principles of Article III. If, subsequent to the payment by Parent DMI to SuperMedia the applicable Party of any such amount, there shall be (i) a Final Determination which results in a disallowance or a reduction of the Tax Attribute so carried back or (ii) a reduction in the amount of the benefit realized by the Parent DMI Consolidated Group as a result of any other Tax Attribute that arises in a Post-Deconsolidation Tax Period, SuperMedia the applicable Party shall (net of any reasonable out-of-pocket costsexpenses) repay Parent DMI within 90 days of such event described in (i) or (ii) of this paragraph (an “Event” or, collectively, the “Events”) any amount which would not have been payable to SuperMedia the applicable Party pursuant to this Section 4.4 had the amount of the benefit been determined in light of the Events. 4.5 SuperMedia The applicable Party shall hold Parent DMI harmless for any penalty or interest payable by any member of the Parent DMI Consolidated Group, solely as a result of any Event. Any such amount shall be paid by SuperMedia the applicable Party to Parent DMI within 90 days of the payment by Parent DMI or any member of the Parent DMI Consolidated Group of any such interest or penalty. 4.6 Parent DMI may designate DOS, as its service agent, as the payor of any payment required to be paid by Parent DMI to SuperMedia an applicable Party pursuant to Section 4.4 or as the payee of any payment required to be paid by SuperMedia an applicable Party to Parent DMI pursuant to Sections 4.4 or 4.5.