Common use of Settlement; Certain Other Tax Sharing Provisions Clause in Contracts

Settlement; Certain Other Tax Sharing Provisions. (a) FRP shall calculate settlement of the final federal, state, local and foreign Tax liability for all Pre-Deconsolidation Periods, and notify the Patriot Group of such settlement. Subject to Section 21 of this Agreement (relating to dispute resolution procedures), the Patriot Group shall pay to FRP its share of such Tax liability, as determined under Sections 3, 4 and 5 of this Agreement, within 20 business days after receiving notice of such Tax liability from FRP. Any amounts paid by any member of the Patriot Group pursuant to Section 6 and any amounts receivable by the Patriot Group in respect of a Separate Group Taxable Loss or Tax credit shall be included in determining the payments due from the Patriot Group. If the sum of any payments by the Patriot Group pursuant to Section 6, and any amounts receivable by the Patriot Group in respect of a Separate Group Taxable Loss or Tax credit exceed its Tax liability, such excess shall be refunded to the Patriot Group. Interest will be due on any underpayment or overpayment of Tax, computed from the date on which a final Return is filed at the rate equal to the “prime” rate as published in the Wall Street Journal, Eastern Edition on such date. (b) If a portion or all of an unused loss or Tax credit is allocated to a member of the Consolidated Group, pursuant to Treasury Regulations Section 1.1502-21(b) or Treasury Regulations Section 1.1502-79, and is carried back or forward to a Taxable year in which such member filed a separate Return or consolidated, combined or unitary Return with an affiliated group that is not a Consolidated Group, any Refund or reduction in Tax liability arising from such carry back or carryover shall be retained by such member, subject to future audit adjustments. Notwithstanding the foregoing, FRP, in its sole discretion, (i) shall determine whether an election shall be made to relinquish the entire carry back period with respect to part or all of a consolidated net operating loss for any Pre-Deconsolidation Period in accordance with Treasury Regulations Section 1.1502-21(b)(3) and (ii) may require Patriot to make an election to relinquish the entire carry back period with respect to all net operating losses and consolidated net operating losses attributable to Patriot in accordance with Proposed Treasury Regulations Section 1.1502-72(e)(1) (or any final, amended or successor version thereof that is substantively comparable). (c) Notwithstanding Section 7(b) above, no member of the Patriot Group shall make any election to carry back any Tax item from a Post-Deconsolidation Period to a Pre-Deconsolidation Period without FRP’s consent. In the event that FRP consents to the carry back of any Tax item by a member of the Patriot Group from a Post-Deconsolidation Period to a Pre-Deconsolidation Period or in the event that a member of the Patriot Group is required by applicable law to carry back a Tax item from a Post-Deconsolidation Period to a Pre-Deconsolidation Period, FRP shall currently compensate the Patriot Group only for a Tax item that is carried back which does not result in the loss or deferral of any Tax attribute of any member of the FRP Group. In the event that such item of a member of the FRP Group is only deferred, FRP shall make a payment to the Patriot Group in respect of such deferred item at the time the FRP Group actually realizes the deferred Tax attribute. To the extent the FRP Group suffers a permanent loss of such Tax attribute, no payment shall be made to the Patriot Group. (d) In the event that the Patriot Group is entitled to a Tax benefit by reason of a FRP Assumed Liability Payment, Patriot shall pay to FRP (A) the amount, if any, by which any Taxes payable by the Patriot Group are reduced by reason of the FRP Assumed Liability Payment and (B) any Refund of Taxes or other Tax benefit attributable thereto that is actually realized, in each case as determined by Patriot in consultation with FRP. (e) Patriot and FRP hereby acknowledge and agree that Sections 6 and 7(a) are applicable only with respect to Pre-Deconsolidation Periods for which a final Return is filed after the date hereof.

Settlement; Certain Other Tax Sharing Provisions. (a) FRP Distributing shall calculate settlement of the final federal, state, local and foreign Tax liability for all Pre-Deconsolidation Periods, and notify the Patriot Controlled Group of such settlement. Subject to Section 21 of this Agreement (relating to dispute resolution procedures), the Patriot Controlled Group shall pay to FRP Distributing its share of such Tax liability, as determined under Sections 3, 4 and 5 of this Agreement, within 20 business days after receiving notice of such Tax liability from FRPDistributing. Any amounts paid by any member of the Patriot Controlled Group pursuant to Section 6 and any amounts receivable by the Patriot Controlled Group in respect of a Separate Group Taxable Loss or Tax credit shall be included in determining the payments due from the Patriot Controlled Group. If the sum of any payments by the Patriot Controlled Group pursuant to Section 6, and any amounts receivable by the Patriot Controlled Group in respect of a Separate Group Taxable Loss or Tax credit exceed its Tax liability, such excess shall be refunded to the Patriot Controlled Group. Interest will be due on any underpayment or overpayment of Tax, computed from the date on which a final Return is filed at the rate equal to the “prime” rate as published in the Wall Street Journal, Eastern Edition on such date. (b) If a portion or all of an unused loss or Tax credit is allocated to a member of the Consolidated Group, pursuant to Treasury Regulations Section 1.1502-21(b) or Treasury Regulations Section 1.1502-79, and is carried back or forward to a Taxable year in which such member filed a separate Return or consolidated, combined or unitary Return with an affiliated group that is not a Consolidated Group, any Refund or reduction in Tax liability arising from such carry back or carryover shall be retained by such member, subject to future audit adjustments. Notwithstanding the foregoing, FRPDistributing, in its sole discretion, (i) shall determine whether an election shall be made to relinquish the entire carry back period with respect to part or all of a consolidated net operating loss for any Pre-Deconsolidation Period in accordance with Treasury Regulations Section 1.1502-21(b)(3) and (ii) may require Patriot Controlled to make an election to relinquish the entire carry back period with respect to all net operating losses and consolidated net operating losses attributable to Patriot Controlled in accordance with Proposed Treasury Regulations Section 1.1502-72(e)(1) (or any final, amended or successor version thereof that is substantively comparable). (c) Notwithstanding Section 7(b) above, no member of the Patriot Controlled Group shall make any election to carry back any Tax item from a Post-Deconsolidation Period to a Pre-Deconsolidation Period without FRPDistributing’s consent. In the event that FRP Distributing consents to the carry back of any Tax item by a member of the Patriot Controlled Group from a Post-Deconsolidation Period to a Pre-Deconsolidation Period or in the event that a member of the Patriot Controlled Group is required by applicable law to carry back a Tax item from a Post-Deconsolidation Period to a Pre-Deconsolidation Period, FRP Distributing shall currently compensate the Patriot Controlled Group only for a Tax item that is carried back which does not result in the loss or deferral of any Tax attribute of any member of the FRP Distributing Group. In the event that such item of a member of the FRP Distributing Group is only deferred, FRP Distributing shall make a payment to the Patriot Controlled Group in respect of such deferred item at the time the FRP Distributing Group actually realizes the deferred Tax attribute. To the extent the FRP Distributing Group suffers a permanent loss of such Tax attribute, no payment shall be made to the Patriot Controlled Group. (d) In the event that the Patriot Controlled Group is entitled to a Tax benefit by reason of a FRP Distributing Assumed Liability Payment, Patriot Controlled shall pay to FRP Distributing (A) the amount, if any, by which any Taxes payable by the Patriot Controlled Group are reduced by reason of the FRP Distributing Assumed Liability Payment and (B) any Refund of Taxes or other Tax benefit attributable thereto that is actually realized, in each case as determined by Patriot Controlled in consultation with FRPDistributing. (e) Patriot Controlled and FRP Distributing hereby acknowledge and agree that Sections 6 and 7(a) are applicable only with respect to Pre-Deconsolidation Periods for which a final Return is filed after the date hereof. (f) Deductions and Reporting for Certain Equity-Based Awards. (i) Distributing shall be entitled to the economic benefit of, and to the extent permitted by law, may file Returns claiming, the Tax deductions attributable to (x) the exercise of options to purchase stock of Distributing or (y) any payments (whether in cash or stock) made by Distributing pursuant to Section 3.04 of the Employee Matters Agreement in respect of any restricted stock units, cash-based restricted stock units, or cash-based performance units, in each case that are held by employees or former employees of the Controlled Group. (ii) To the extent Distributing determines that the Distributing Group will not or may not claim such Tax deductions (whether as a result of disallowance of deductions originally claimed by Distributing or otherwise), the Controlled Group shall pay to the Distributing Group an amount equal to the product of the amount of the related deduction and the Distributing Group’s effective Tax rate for the relevant Taxable period, as determined by Distributing in consultation with Controlled. (iii) Except as Distributing may at any time determine in its sole discretion, Distributing shall be responsible for (A) all income, payroll, or other tax reporting related to income to any current or former employees of the Controlled Group arising from the exercise of any option or from any payment described in Section 7(f)(i); and (B) remitting applicable tax withholdings for such income to each applicable taxing authority. Distributing and Controlled acknowledge and agree that the parties shall cooperate with each other and with third-party providers to effectuate withholding and remittance of taxes, as well as required tax reporting, in a timely, efficient, and appropriate manner.

Settlement; Certain Other Tax Sharing Provisions. (a) FRP Distributing shall calculate settlement of the final federal, state, local and foreign Tax liability for all Pre-Deconsolidation Periods, and notify the Patriot Controlled Group of such settlement. Subject to Section 21 of this Agreement (relating to dispute resolution procedures), the Patriot Controlled Group shall pay to FRP Distributing its share of such Tax liability, as determined under Sections 3, 4 and 5 of this Agreement, within 20 business days after receiving notice of such Tax liability from FRPDistributing. Any amounts paid by any member of the Patriot Controlled Group pursuant to Section 6 and any amounts receivable by the Patriot Controlled Group in respect of a Separate Group Taxable Loss or Tax credit shall be included in determining the payments due from the Patriot Controlled Group. If the sum of any payments by the Patriot Controlled Group pursuant to Section 6, and any amounts receivable by the Patriot Controlled Group in respect of a Separate Group Taxable Loss or Tax credit exceed its Tax liability, such excess shall be refunded to the Patriot Controlled Group. Interest will be due on any underpayment or overpayment of Tax, computed from the date on which a final Return is filed at the rate equal to the “prime” rate as published in the Wall Street Journal, Eastern Edition on such date. (b) If a portion or all of an unused loss or Tax credit is allocated to a member of the Consolidated Group, pursuant to Treasury Regulations Section 1.1502-21(b) or Treasury Regulations Section 1.1502-79, and is carried back or forward to a Taxable year in which such member filed a separate Return or consolidated, combined or unitary Return with an affiliated group that is not a Consolidated Group, any Refund or reduction in Tax liability arising from such carry back or carryover shall be retained by such member, subject to future audit adjustments. Notwithstanding the foregoing, FRPDistributing, in its sole discretion, (i) shall determine whether an election shall be made to relinquish the entire carry back period with respect to part or all of a consolidated net operating loss for any Pre-Deconsolidation Period in accordance with Treasury Regulations Section 1.1502-21(b)(3) and (ii) may require Patriot Controlled to make an election to relinquish the entire carry back period with respect to all net operating losses and consolidated net operating losses attributable to Patriot Controlled in accordance with Proposed Treasury Regulations Section 1.1502-72(e)(1) (or any final, amended or successor version thereof that is substantively comparable). (c) Notwithstanding Section 7(b) above, no member of the Patriot Controlled Group shall make any election to carry back any Tax item from a Post-Deconsolidation Period to a Pre-Deconsolidation Period without FRPDistributing’s consent. In the event that FRP Distributing consents to the carry back of any Tax item by a member of the Patriot Controlled Group from a Post-Deconsolidation Period to a Pre-Deconsolidation Period or in the event that a member of the Patriot Controlled Group is required by applicable law to carry back a Tax item from a Post-Deconsolidation Period to a Pre-Deconsolidation Period, FRP Distributing shall currently compensate the Patriot Controlled Group only for a Tax item that is carried back which does not result in the loss or deferral of any Tax attribute of any member of the FRP Distributing Group. In the event that such item of a member of the FRP Distributing Group is only deferred, FRP Distributing shall make a payment to the Patriot Controlled Group in respect of such deferred item at the time the FRP Distributing Group actually realizes the deferred Tax attribute. To the extent the FRP Distributing Group suffers a permanent loss of such Tax attribute, no payment shall be made to the Patriot Controlled Group. (d) In the event that the Patriot Controlled Group is entitled to a Tax benefit by reason of a FRP Distributing Assumed Liability Payment, Patriot Controlled shall pay to FRP Distributing (A) the amount, if any, by which any Taxes payable by the Patriot Controlled Group are reduced by reason of the FRP Distributing Assumed Liability Payment and (B) any Refund of Taxes or other Tax benefit attributable thereto that is actually realized, in each case as determined by Patriot Controlled in consultation with FRPDistributing. (e) Patriot and FRP hereby acknowledge and agree that Sections 6 and 7(a) are applicable only with respect to Pre-Deconsolidation Periods for which a final Return is filed after the date hereof.