Common use of Responsibility for Payment of Taxes Clause in Contracts

Responsibility for Payment of Taxes. LQ Parent shall be liable for and shall pay or cause to be paid (i) all Taxes shown on any Tax Return of each Party or any member of its Group for any Pre-Distribution Tax Period, subject to Section 8.3(b), (ii) all Taxes shown on any Tax Return of LQ Parent or any member of its Group for any Straddle Tax Period, (iii) the portion of any Taxes allocable to the period ending on the Distribution Date (determined in accordance with Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Tax Period, and (iv) 50% of any ACA Taxes. CPLG shall be liable for and shall pay or cause to be paid (i) the portion of any Taxes allocable to the period beginning after the Distribution Date (determined in accordance with Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Tax Period and (ii) 50% of any ACA Taxes. Each of LQ Parent and CPLG shall be liable for and shall pay or cause to be paid the Taxes shown on the Tax Returns for any Post-Distribution Tax Period for which it has the responsibility to prepare under Article II to the applicable Taxing Authority. In the event the CPLG Preferred Stock is not issued in connection with the Contribution or LQ Parent is not be able to dispose of the CPLG Preferred Stock prior to the Effective Time, (i) LQ Parent and CPLG shall be required to file consolidated U.S. federal income Tax Returns (consolidated, unitary, aggregate, combined or similar state income Tax Returns, where applicable) for the taxable year of CPLG that includes the Distribution; (ii) such CPLG Preferred Stock, if any, shall not have terms that impose any economic costs, or have any adverse effect, on LQ Parent (and provided that it is understood that such CPLG Preferred Stock shall (x) be non-voting stock, and (y) provide for a cash-pay coupon), and (iii) LQ Parent shall be prohibited from distributing any CPLG Preferred Stock to its stockholders or securityholders without the prior written consent of CPLG, not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein or in the Distribution Agreement, CPLG shall not be required to issue any CPLG Preferred Stock in the Contribution.

Responsibility for Payment of Taxes. LQ Parent Except as otherwise provided in this Agreement, without duplication, (a) RemainCo shall be liable have responsibility for and shall pay or cause to be paid (i) all Taxes shown on with respect to any RemainCo Separate Tax Return Return, (ii) Distribution Taxes that are the responsibility of each Party or RemainCo pursuant to Article V and (iii) the Applicable RemainCo Portion of all the Taxes of any member of its the RemainCo Group or the SpinCo Group (or any Affiliated Group of which any of them was a member) for any Pre-Distribution Tax Period, subject Period or the portion of any Straddle Period ending as of the end of the Pre-Distribution Tax Period other than (x) Taxes with respect to Section 8.3(b)any SpinCo Separate Tax Return and (y) Distribution Taxes that are the responsibility of SpinCo pursuant to Article V; and (b) SpinCo shall have responsibility for (i) all Taxes with respect to any SpinCo Separate Tax Return, (ii) all Distribution Taxes shown on any Tax Return that are the responsibility of LQ Parent or any member of its Group for any Straddle Tax Period, SpinCo pursuant to Article V and (iii) the Applicable SpinCo Portion of all the Taxes of any member of the RemainCo Group or the SpinCo Group (or any Affiliated Group of which any of them was a member) for any Pre-Distribution Tax Period or the portion of any Straddle Period ending as of the end of the Pre-Distribution Tax Period other than (x) Taxes allocable with respect to any RemainCo Separate Tax Return and (y) Distribution Taxes that are the responsibility of RemainCo pursuant to Article V. If any Party responsible for the payment of Taxes under this Article III is not the person responsible for the payment of such Taxes under applicable Law (other than an Affiliate of such Party), such Party shall pay to the period ending other Party (either directly to the other Party if the other Party is responsible for the payment of such Taxes or on behalf of the Distribution Date (determined Affiliate of the other Party if such Affiliate is responsible for the payment of such Taxes) under applicable Law the Taxes for which it is responsible, as described in accordance with this Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Tax Period3.1, and the Party responsible for paying such Tax shall timely pay (iv) 50% of any ACA Taxes. CPLG shall be liable for and shall pay or cause to be paid (ipaid) the portion of any Taxes allocable over amounts received to the period beginning after the Distribution Date (determined in accordance with Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Tax Period and (ii) 50% of any ACA Taxes. Each of LQ Parent and CPLG shall be liable for and shall pay or cause to be paid the Taxes shown on the Tax Returns for any Post-Distribution Tax Period for which it has the responsibility to prepare under Article II to the applicable appropriate Taxing Authority. In the event the CPLG Preferred Stock is not issued in connection with the Contribution or LQ Parent is not be able to dispose of the CPLG Preferred Stock prior to the Effective Time, (i) LQ Parent and CPLG shall be required to file consolidated U.S. federal income Tax Returns (consolidated, unitary, aggregate, combined or similar state income Tax Returns, where applicable) for the taxable year of CPLG that includes the Distribution; (ii) such CPLG Preferred Stock, if any, shall not have terms that impose any economic costs, or have any adverse effect, on LQ Parent (and provided that it is understood that such CPLG Preferred Stock shall (x) be non-voting stock, and (y) provide for a cash-pay coupon), and (iii) LQ Parent shall be prohibited from distributing any CPLG Preferred Stock to its stockholders or securityholders without the prior written consent of CPLG, not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein or in the Distribution Agreement, CPLG shall not be required to issue any CPLG Preferred Stock in the Contribution.

Responsibility for Payment of Taxes. LQ Parent Except as otherwise provided in this Section 5.8: (i) Intel shall be liable for and shall pay or cause to be paid indemnify, defend and hold Newco harmless from and against (iA) all Taxes shown on any Tax Return of each Party arising from the Intel Transferred Assets or any member of its Group for any the Intel Business with respect to the Pre-Distribution Closing Tax Period, subject including all Taxes of the Intel Transferred Entities attributable to Section 8.3(b)the Pre-Closing Tax Period to the extent not paid prior to the Closing, (iiB) all Taxes shown imposed on any Tax Return Intel Transferred Entity as a result of LQ Parent being or having been a member of an affiliated, consolidated, combined, unitary, fiscal unity or similar group of which Intel or any member of its Group for any Straddle Tax PeriodAffiliates is or was a member, (iii) other than Taxes arising from the portion income, assets or operations of any Taxes allocable to Newco and its Subsidiaries during the period ending on the Distribution Date (determined in accordance with Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Post-Closing Tax Period, and (ivC) 50% all Taxes imposed on any Intel Transferred Entity as a result of being or having been party to any ACA Taxes. CPLG tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other Person for Taxes that was entered into prior to the Closing, other than Taxes arising from the income, assets or operations of Newco and its Subsidiaries during the Post-Closing Tax Period; provided, however, that Taxes arising on the Closing Date by reason of actions taken by or at the request of Newco out of the ordinary course of business following the Closing and without the consent of Intel shall be the responsibility of Newco. (ii) Newco shall be liable for and shall pay indemnify, defend and hold Intel harmless from and against all Taxes arising from the Intel Transferred Assets or cause the Intel Business with respect to the Post-Closing Tax Period, including all Taxes of the Intel Transferred Entities attributable to the Post-Closing Tax Period, except to the extent that such Taxes are Intel’s obligation under Section 5.8(b)(i) or are subject to indemnification from Intel pursuant to Section 6.2(a) (but subject to Section 6.2(g)) and except for any Taxes imposed on Intel or its Affiliates by virtue of their ownership of equity in Newco. (iii) Taxes with respect to any of the Intel Transferred Entities for a Straddle Period shall be paid calculated by means of a closing of the books and records of such Intel Transferred Entity as of the close of the Closing Date, as if such Straddle Period ended as of the close of the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (iincluding depreciation and amortization deductions computed as if the Closing Date was the last day of the taxable period) shall be allocated between the portion of any Taxes allocable the period ending on the Closing Date and the portion of the period after such day in proportion to the period beginning after the Distribution Date (determined number of days in accordance with Section 10.2) shown each such period; and, provided, further, that personal property, ad valorem and other similar Taxes that are not based on any Tax Return of CPLG income, revenue, expenses or any member of its Group combination thereof (“Property Taxes”) for any a Straddle Period shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each such period (ii) 50% of any ACA Taxesexcept as provided in the immediately succeeding sentence). Each of LQ Parent and CPLG Property Taxes with respect to the Intel Transferred Assets other than those owned by the Intel Transferred Entities shall be allocated similarly. Intel shall be liable for the amount of such Taxes that is attributable to the Pre-Closing Tax Period (other than to the extent of any increase in Property Taxes attributable to the transactions described herein), and Newco shall pay be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period (including any increase in Property Taxes attributable to the transactions described herein). (iv) Within a reasonable period after the Closing, and from time to time thereafter upon the receipt by a Party of a bxxx, assessment or cause other notice of Tax due, Intel and Newco shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.8(b), together with such supporting evidence as is reasonably necessary to calculate the amount owed. The amount owed shall be paid by the Party owing it to the other within 10 days after delivery of such statement or, if later, 3 days prior to the time such Taxes are required to be paid the Taxes shown on the Tax Returns for any Post-Distribution Tax Period for which it has the responsibility to prepare under Article II to the applicable Taxing appropriate Governmental Authority. In the event the CPLG Preferred Stock is not issued in connection with the Contribution that either Intel or LQ Parent is not be able to dispose of the CPLG Preferred Stock prior to the Effective Time, (i) LQ Parent and CPLG shall be required to file consolidated U.S. federal income Tax Returns (consolidated, unitary, aggregate, combined or similar state income Tax Returns, where applicable) Newco makes a payment for the taxable year of CPLG that includes the Distribution; (ii) such CPLG Preferred Stock, if any, shall not have terms that impose any economic costs, or have any adverse effect, on LQ Parent (and provided that which it is understood that such CPLG Preferred Stock shall (x) be non-voting stock, and (y) provide for a cash-pay couponentitled to reimbursement under this Section 5.8(b), the other Party shall pay such reimbursement promptly, but in no event later than 30 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.8(b) and (iii) LQ Parent not made when due shall be prohibited from distributing any CPLG Preferred Stock to its stockholders or securityholders without bear interest at the prior written consent rate of CPLG, not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein or in the Distribution Agreement, CPLG shall not be required to issue any CPLG Preferred Stock in the Contribution10% per annum.

Responsibility for Payment of Taxes. LQ Parent Except as otherwise provided in this Section 5.8: (i) ST shall be liable for and shall pay or cause to be paid indemnify, defend and hold Newco harmless from and against (iA) all Taxes shown on any Tax Return of each Party arising from the ST Transferred Assets or any member of its Group for any the ST Business with respect to the Pre-Distribution Closing Tax Period, subject including all Taxes of the ST Transferred Entities attributable to Section 8.3(b)the Pre-Closing Tax Period to the extent not paid prior to the Closing, (iiB) all Taxes shown imposed on any Tax Return ST Transferred Entity as a result of LQ Parent being or having been a member of an affiliated, consolidated, combined, unitary, fiscal unity or similar group of which ST or any member of its Group for any Straddle Tax PeriodAffiliates is or was a member, (iii) other than Taxes arising from the portion income, assets or operations of any Taxes allocable to Newco and its Subsidiaries during the period ending on the Distribution Date (determined in accordance with Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Post-Closing Tax Period, and (ivC) 50% all Taxes imposed on any ST Transferred Entity as a result of being or having been party to any ACA Taxes. CPLG tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other Person for Taxes that was entered into prior to the Closing, other than Taxes arising from the income, assets or operations of Newco and its Subsidiaries during the Post-Closing Tax Period; provided, however, that Taxes arising on the Closing Date by reason of actions taken by or at the request of Newco out of the ordinary course of business following the Closing and without the consent of ST shall be the responsibility of Newco. (ii) Newco shall be liable for and shall pay indemnify, defend and hold ST harmless from and against all Taxes arising from the ST Transferred Assets or cause the ST Business with respect to the Post-Closing Tax Period, including all Taxes of the ST Transferred Entities attributable to the Post-Closing Tax Period, except to the extent that such Taxes are ST’s obligation under Section 5.8(b)(i) or are subject to indemnification from ST pursuant to Section 6.2(a) (but subject to Section 6.2(g)) and except for any Taxes imposed on ST or its Affiliates by virtue of their ownership of equity in Newco. (iii) Taxes with respect to any of the ST Transferred Entities for a Straddle Period shall be paid calculated by means of a closing of the books and records of such ST Transferred Entity as of the close of the Closing Date, as if such Straddle Period ended as of the close of the Closing Date; provided that exemptions, allowances or deductions that are calculated on an annual basis (iincluding depreciation and amortization deductions computed as if the Closing Date was the last day of the taxable period) shall be allocated between the portion of any Taxes allocable the period ending on the Closing Date and the portion of the period after such day in proportion to the period beginning after the Distribution Date (determined number of days in accordance with Section 10.2) shown each such period; and, provided, further, that personal property, ad valorem and other similar Taxes that are not based on any Tax Return of CPLG income, revenue, expenses or any member of its Group combination thereof (“Property Taxes”) for any a Straddle Period shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in each such period (ii) 50% of any ACA Taxesexcept as provided in the immediately succeeding sentence). Each of LQ Parent and CPLG Property Taxes with respect to the ST Transferred Assets other than those owned by the ST Transferred Entities shall be allocated similarly. ST shall be liable for the amount of such Taxes that is attributable to the Pre-Closing Tax Period (other than to the extent of any increase in Property Taxes attributable to the transactions described herein), and Newco shall pay be liable for the proportionate amount of such Taxes that is attributable to the Post-Closing Tax Period (including any increase in Property Taxes attributable to the transactions described herein). (iv) Within a reasonable period after the Closing, and from time to time thereafter upon the receipt by a Party of a bxxx, assessment or cause other notice of Tax due, ST and Newco shall present a statement to the other setting forth the amount of reimbursement to which each is entitled under this Section 5.8(b), together with such supporting evidence as is reasonably necessary to calculate the amount owed. The amount owed shall be paid by the Party owing it to the other within 10 days after delivery of such statement or, if later, 3 days prior to the time such Taxes are required to be paid the Taxes shown on the Tax Returns for any Post-Distribution Tax Period for which it has the responsibility to prepare under Article II to the applicable Taxing appropriate Governmental Authority. In the event the CPLG Preferred Stock is not issued in connection with the Contribution that either ST or LQ Parent is not be able to dispose of the CPLG Preferred Stock prior to the Effective Time, (i) LQ Parent and CPLG shall be required to file consolidated U.S. federal income Tax Returns (consolidated, unitary, aggregate, combined or similar state income Tax Returns, where applicable) Newco makes a payment for the taxable year of CPLG that includes the Distribution; (ii) such CPLG Preferred Stock, if any, shall not have terms that impose any economic costs, or have any adverse effect, on LQ Parent (and provided that which it is understood that such CPLG Preferred Stock shall (x) be non-voting stock, and (y) provide for a cash-pay couponentitled to reimbursement under this Section 5.8(b), the other Party shall pay such reimbursement promptly, but in no event later than 30 days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 5.8(b) and (iii) LQ Parent not made when due shall be prohibited from distributing any CPLG Preferred Stock to its stockholders or securityholders without bear interest at the prior written consent rate of CPLG, not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein or in the Distribution Agreement, CPLG shall not be required to issue any CPLG Preferred Stock in the Contribution10% per annum.

Responsibility for Payment of Taxes. LQ Parent (i) With respect to any Taxes attributable (as provided in Section 7.9(b)(vii)) to any Tax period or portion thereof ending on and including, or ending before, the Formation Closing Date (such periods, the “Pre-Formation Tax Period”, and such Taxes, “Pre-Formation Taxes”), Micron and its Affiliates shall be entitled to, and their sole recourse shall be the exercise of, any rights afforded to any of them pursuant to the Intel ATA, as amended by the Intel ATA Amendment and the ST ACA, as amended by the ST ACA Amendment, which amendments will set forth, among other things, that (1) notwithstanding anything to the contrary in the Intel ATA or the ST ACA, neither the Intel Indemnitees (as defined in the Intel ATA) nor the ST Indemnitees (as defined in the ST ACA) shall have any recourse against Micron or its Affiliates pursuant to the Intel ATA or the ST ACA for Taxes attributable to the Pre-Formation Tax Period or Pre-Closing Tax Period, (2) any unpaid Sales Taxes in connection with the transactions contemplated by the ST ACA or the Intel ATA and any Taxes described in the proviso in Section 5.8(b)(i) of the Intel ATA and the ST ACA (A) shall be the responsibility of ST or Intel as provided in the ST ACA or the Intel ATA, as applicable and to the extent allocated to ST or Intel therein, and (B) to the extent not so allocated, shall be the responsibility of the Sellers pursuant to the terms of this Agreement (and not the ST ACA or the Intel ATA), and (3) to the extent that any transaction, event or circumstance occurring or deemed to occur in the Pre-Closing Tax Period gives rise to Taxes attributable to the Pre-Formation Tax Period, the Sellers shall indemnify and hold harmless Micron and its Affiliates from and against such Taxes pursuant to the terms of this Agreement (and not the Intel ATA or the ST ACA). (ii) Except as otherwise specifically provided in this Section 7.9, the Sellers shall be liable for, severally in proportion to their Indemnification Percentage and not 4917039.19 jointly (except as provided in Section 10.3(g)), and shall indemnify and hold Micron and its Affiliates harmless from and against, all Taxes (including interest, penalties, and additions) (A) that arise as a result of any breach of any representation or warranty under Section 3.11 (Taxes) (disregarding any exceptions to any such representation or warranty set forth in the Disclosure Letter), provided such Taxes either (1) are attributable (as provided in Section 7.9(b)(vii)) to the Pre-Closing Tax Period, (2) arise as a result of a breach of the representation in Section 3.11(f), or (3) are interest, penalties, additions to tax or defense costs arising in a Post-Closing Tax Period with respect to Taxes otherwise indemnifiable by the Sellers pursuant to this Agreement, (B) that arise as a result of the transactions contemplated by Section 7.14 (Capitalization of Existing Notes), (C) that are described in Section 7.9(b)(i)(2)(B) or (D) that are attributable to the Pre-Formation Tax Period arising from any transaction, event or circumstance occurring or deemed to occur in the Pre-Closing Tax Period, in each case subject to the limitations set forth in Article X; provided, that the failure of Section 3.11(c) of the Disclosure Letter to list a jurisdiction in which the Company or any of its Subsidiaries is subject to a Tax, or a type(s) of Tax incurred in a particular jurisdiction in the ordinary course of business consistent with past practice, shall not in and of itself give rise to any liability pursuant to this Section 7.9(b)(ii). Any refunds or credits of Taxes described in the preceding sentence that, following the Closing, are actually received in cash, or actually reduce the cash Taxes required to be paid, by Micron or any of its Affiliates shall be for the account of Sellers, and Micron will promptly pay or cause to be paid over to the Sellers any such refund or the amount of any such reduction. If (A) an adjustment to a Tax Return that creates a liability for which Sellers are required to indemnify Micron Indemnitees gives rise to a correlative Tax benefit, and (B) such correlative Tax benefit is recognized in the form of a refund actually received in cash or an actual reduction in cash Taxes that otherwise would have been payable, and (C) such refund or reduction is recognized either (1) with respect to any of the five (5) taxable years following the taxable year in which the Closing Date occurs or (2) prior to the time the related indemnity payment is made, then Micron will promptly pay or cause to be paid over to the Sellers any such refund or the amount of any such reduction (or, if clause (2) above is applicable, such indemnity payment will be offset by the amount of such refund or reduction), provided that the Sellers have satisfied the related indemnification obligation pursuant to this Section 7.9. (iii) Taxes and related Losses relating in any manner to the M6 Going Concern or the transactions contemplated by the M6 Option Agreement shall be borne as provided in the M6 Option Agreement. (iv) [intentionally omitted.] (v) Taxes arising from any bonuses or other compensatory payments in connection with the transactions contemplated by this Agreement, if any, shall be borne by the Company. (vi) Except as otherwise specifically provided in this Section 7.9, the Buyer and Micron shall be liable for and shall pay or cause to be paid (i) indemnify and hold the Sellers harmless from and 4917039.19 against all Taxes shown of the Company and its Subsidiaries attributable (as provided in Section 7.9(b)(vii)) to the Post-Closing Tax Period. (vii) With respect to any taxable period that includes but does not end on any Tax Return of each Party the Formation Closing Date or any member of its Group for any the Closing Date, as applicable, Taxes shall be attributed to the Pre-Distribution Formation Tax Period, subject to Section 8.3(b), (ii) all Taxes shown on any the Pre-Closing Tax Return of LQ Parent or any member of its Group for any Straddle Period and the Post-Closing Tax Period, as applicable, by means of a closing of the books and records of the Company or the relevant Subsidiary, as applicable, as of the close of the Formation Closing Date or the Closing Date, as applicable, as if the tax period ended as of such date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (iii) including depreciation and amortization deductions), other than with respect to property placed in service after the relevant closing, shall be allocated between the portion of any Taxes allocable to the taxable period ending on the Distribution Formation Closing Date (determined or the Closing Date, as applicable, and the portion of the taxable period after such date in accordance with Section 10.2) shown proportion to the number of days in each such portion of the taxable period; and, provided, further, that personal property, ad valorem and other similar Taxes that are not based on any Tax Return of CPLG income, revenue, expenses or any member items or combination thereof shall be allocated between the portions of its Group for any Straddle Tax Periodthe taxable period on or before the Formation Closing Date or the Closing Date, as applicable, and after such date in proportion to the number of days in each such portion. (ivviii) 50% In the event that either the Sellers or Micron or any of any ACA Taxes. CPLG shall be liable their respective Affiliates makes a payment for and which the other Party is responsible under this Section 7.9, the other Party shall pay such reimbursement promptly upon request therefor, but in no event later than 30 days after the later of (A) the date such payment would become delinquent under Applicable Law or cause (B) presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of reimbursement. Any payment required under this Section 7.9 and not made when due shall bear interest at the rate per annum equal to the rate of interest published from time to time by the Wall Street Journal Eastern Edition, as the “prime rate” at large U.S. money center banks prevailing during such period plus 3.0%, calculated on a daily basis from the date such amounts were required to be paid (i) until the portion date of any Taxes allocable to the period beginning after the Distribution Date (determined in accordance with Section 10.2) shown on any Tax Return of CPLG or any member of its Group for any Straddle Tax Period and (ii) 50% of any ACA Taxes. Each of LQ Parent and CPLG shall be liable for and shall pay or cause to be paid the Taxes shown on the Tax Returns for any Post-Distribution Tax Period for which it has the responsibility to prepare under Article II to the applicable Taxing Authority. In the event the CPLG Preferred Stock is not issued in connection with the Contribution or LQ Parent is not be able to dispose of the CPLG Preferred Stock prior to the Effective Time, (i) LQ Parent and CPLG shall be required to file consolidated U.S. federal income Tax Returns (consolidated, unitary, aggregate, combined or similar state income Tax Returns, where applicable) for the taxable year of CPLG that includes the Distribution; (ii) such CPLG Preferred Stock, if any, shall not have terms that impose any economic costs, or have any adverse effect, on LQ Parent (and provided that it is understood that such CPLG Preferred Stock shall (x) be non-voting stock, and (y) provide for a cash-pay coupon), and (iii) LQ Parent shall be prohibited from distributing any CPLG Preferred Stock to its stockholders or securityholders without the prior written consent of CPLG, not to be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary herein or in the Distribution Agreement, CPLG shall not be required to issue any CPLG Preferred Stock in the Contributionactual payment.