Common use of TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS Clause in Contracts

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (i) Loews and the other members of the Loews Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) (1) all Taxes attributable to any member of the Loews Group for any Pre-Deconsolidation Period or Post-Deconsolidation Period other than the Separation Tax Liability and (2) the Separation Tax Liability but only to the extent such Taxes arise solely as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews Group or any stockholder of Loews (collectively, the “Loews Taxes”). (ii) Lorillard and the other members of the Lorillard Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) (1) all Taxes attributable to any member of the Lorillard Group and (2) the Separation Tax Liability, except to the extent that the Separation Tax Liability arises solely as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews Group or any stockholder of Loews (collectively, the “Lorillard Taxes”). (iii) For purposes of this Article IV, the liability for Federal Income Tax attributable to the members of the Lorillard Group means, for any Pre-Deconsolidation Period, an amount equal to the Federal Income Tax which would have been payable by the Lorillard Group for such taxable period if the Lorillard Group had filed its own consolidated Tax Return in respect of Federal Income Taxes for such taxable period and all prior taxable periods. In the case of any Loews Filed Tax Return that includes any member of the Lorillard Group only for the portion of the relevant taxable period that ends on the Deconsolidation Date, taxable income, assets or other attributes of the Lorillard Group shall be allocated by Loews to such portion of such taxable period based on an actual or hypothetical closing of the books at the close of the Deconsolidation Date performed by Loews, unless otherwise required by applicable Tax law. (iv) Except to the extent of a Final Determination to the contrary, no member of the Lorillard Group shall take any position on any Tax Return, in connection with any Tax Contest or otherwise that any member of the Loews Group (1) is or has been a member of a combined, consolidated or unitary group of corporations for any Tax purpose that includes a member of the Lorillard Group other than the Loews Consolidated Group or (2) has any liability for any Taxes attributable to any member of the Lorillard Group other than liability imposed under Regulations Section 1.1502-6 with respect to Federal Income Taxes of the Loews Consolidated Group. In the event that any Governmental Entity challenges such position, (x) Lorillard shall promptly notify Loews of such challenge, (y) Lorillard shall, at its own cost and expense, use its best efforts to contest such challenge, and (z) notwithstanding Lorillard’s control right as set forth in Section 4.5(c), upon request by Loews, Loews shall, at its own cost and expense, be allowed to participate in the handling of any such challenge and Lorillard shall consult with Loews regarding any such challenge, including any correspondence or filings submitted in connection therewith, and regarding strategy and settlement decisions with respect to any such challenge. Lorillard shall not settle any such challenge without the consent of Loews, which consent shall not be unreasonably withheld, delayed or conditioned. (v) In connection with the Deconsolidation Event, Loews shall determine in accordance with applicable Tax laws the allocation of applicable Tax Assets, if any, among Loews, each other member of the Loews Group, Lorillard and each other member of the Lorillard Group. In the absence of controlling legal authority or unless otherwise provided in this Agreement, each Tax Asset, if any, shall be allocated to the member of the Loews Group or the Lorillard Group who generated such Tax Asset. (vi) Within thirty days after the Separation Date, Lorillard shall provide such information as Loews reasonably determines is necessary for Loews to calculate the amount of earnings and profits that will be allocated to Lorillard as a result of the Separation, determined in accordance with Section 312(h) of the Code and applicable Regulations. Loews shall advise Lorillard in writing of an estimate of such amount within ninety days after the Separation Date and shall provide a final calculation of such amount when available. Each of Loews and Lorillard agrees to use the earnings and profits allocated pursuant to this provision for all Tax purposes. (vii) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations under this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Loews Group and any member of the Lorillard Group shall be terminated as of the Deconsolidation Date, and no member of the Loews Group or the Lorillard Group shall have any continuing rights or obligations thereunder.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Other than liabilities dealt with elsewhere in this Agreement, Enterprise shall be liable for and shall indemnify and hold the Radiant Group harmless against, on a net after Tax basis, any Tax liability of any member of the Enterprise Group, and of any member of the Radiant Group to the extent that such liability is attributable to the assets, employees, or transactions of the Enterprise Business, for (i) Loews any Post-Separation Period and (ii) any taxable year or period that begins before and ends after the other members Separation Date in respect of the Loews Group shall be responsible for the payment of (and Post-Separation Period. Enterprise shall be entitled to any refund of, whether received in cash of or applied against future Tax obligationscredit for Taxes of the Enterprise Group or amounts owed by Enterprise or for which Enterprise is responsible under this Section 2.03(a). (1b) all Taxes attributable to Other than liabilities dealt with elsewhere in this Agreement, Radiant shall be liable for and shall indemnify and hold the Enterprise Group harmless against, on a net after Tax basis, any Tax liability of any member of the Loews Radiant Group, and of any member of the Enterprise Group to the extent that such liability is not attributable to the assets, employees, or transactions of the Enterprise Business, for (i) any Post-Separation Period and (ii) any taxable year or period that begins before and ends after the Separation Date in respect of the Post-Separation Period. In addition, other than liabilities dealt with elsewhere in this Agreement, Radiant shall be liable for and shall hold the Enterprise Group harmless against any Tax liability of any member of the Radiant Group, and of any member of the Enterprise Group, for (i) any Pre-Deconsolidation Separation Period or Post-Deconsolidation Period other than the Separation Tax Liability and (2) the Separation Tax Liability but only to the extent such Taxes arise solely as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews Group or any stockholder of Loews (collectively, the “Loews Taxes”). (ii) Lorillard any taxable year or period that begins before and ends after the other members Separation Date in respect of the Lorillard Group shall be responsible for the payment of (and Pre-Separation Period. Radiant shall be entitled to any refund of, whether received in cash of or applied against future Tax obligations) (1) all credit for Taxes for any periods that are attributable to any member of the Lorillard Group and (2) the Separation Tax Liability, except to the extent that the Separation Tax Liability arises solely as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews Radiant Group or any stockholder of Loews (collectively, the “Lorillard Taxes”amounts owed by Radiant or for which Radiant is responsible under this Section 2.03(b). (iii) For purposes of this Article IV, the liability for Federal Income Tax attributable to the members of the Lorillard Group means, for any Pre-Deconsolidation Period, an amount equal to the Federal Income Tax which would have been payable by the Lorillard Group for such taxable period if the Lorillard Group had filed its own consolidated Tax Return in respect of Federal Income Taxes for such taxable period and all prior taxable periods. In the case of any Loews Filed Tax Return that includes any member of the Lorillard Group only for the portion of the relevant taxable period that ends on the Deconsolidation Date, taxable income, assets or other attributes of the Lorillard Group shall be allocated by Loews to such portion of such taxable period based on an actual or hypothetical closing of the books at the close of the Deconsolidation Date performed by Loews, unless otherwise required by applicable Tax law. (iv) Except to the extent of a Final Determination to the contrary, no member of the Lorillard Group shall take any position on any Tax Return, in connection with any Tax Contest or otherwise that any member of the Loews Group (1) is or has been a member of a combined, consolidated or unitary group of corporations for any Tax purpose that includes a member of the Lorillard Group other than the Loews Consolidated Group or (2) has any liability for any Taxes attributable to any member of the Lorillard Group other than liability imposed under Regulations Section 1.1502-6 with respect to Federal Income Taxes of the Loews Consolidated Group. In the event that any Governmental Entity challenges such position, (x) Lorillard shall promptly notify Loews of such challenge, (y) Lorillard shall, at its own cost and expense, use its best efforts to contest such challenge, and (z) notwithstanding Lorillard’s control right as set forth in Section 4.5(c), upon request by Loews, Loews shall, at its own cost and expense, be allowed to participate in the handling of any such challenge and Lorillard shall consult with Loews regarding any such challenge, including any correspondence or filings submitted in connection therewith, and regarding strategy and settlement decisions with respect to any such challenge. Lorillard shall not settle any such challenge without the consent of Loews, which consent shall not be unreasonably withheld, delayed or conditioned. (v) In connection with the Deconsolidation Event, Loews shall determine in accordance with applicable Tax laws the allocation of applicable Tax Assets, if any, among Loews, each other member of the Loews Group, Lorillard and each other member of the Lorillard Group. In the absence of controlling legal authority or unless otherwise provided in this Agreement, each Tax Asset, if any, shall be allocated to the member of the Loews Group or the Lorillard Group who generated such Tax Asset. (vi) Within thirty days after the Separation Date, Lorillard shall provide such information as Loews reasonably determines is necessary for Loews to calculate the amount of earnings and profits that will be allocated to Lorillard as a result of the Separation, determined in accordance with Section 312(h) of the Code and applicable Regulations. Loews shall advise Lorillard in writing of an estimate of such amount within ninety days after the Separation Date and shall provide a final calculation of such amount when available. Each of Loews and Lorillard agrees to use the earnings and profits allocated pursuant to this provision for all Tax purposes. (viic) Except as set forth in this Agreement Section 2.03 and in consideration of the mutual indemnities and other obligations under of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Loews Radiant Group and any member of the Lorillard Enterprise Group shall be terminated with respect to the Enterprise Group as of the Deconsolidation Separation Date, and no member of the Loews Group or the Lorillard Group shall have any continuing rights or obligations thereunder.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Other than liabilities dealt with elsewhere in this Agreement, PracticeWorks shall be liable for and shall indemnify and hold the InfoCure Group harmless against (i) Loews and the other members any Tax liability of any member of the Loews PracticeWorks Group, and of any member of the InfoCure Group shall to the extent that such liability is attributable, as determined in good faith by InfoCure, to the PracticeWorks Business, for (A) any Period After Distribution and (B) the Fiscal Year 2000 and (C) any taxable year or period that begins before and ends on or after the Date of Distribution in respect of the Period Before Distribution, (ii) any Tax liability resulting from a Final Determination with respect to an adjustment attributable to any member of the PracticeWorks Group, or any member of the InfoCure Group to the extent that such liability is attributable, as determined in good faith by InfoCure, to the PracticeWorks Business, and (iii) any amount determined to be responsible for the payment of (and PracticeWorks' liability under Section 2.04. PracticeWorks shall be entitled to any refund of, whether received of or credit for Taxes of the PracticeWorks Group or amounts owed by PracticeWorks or for which PracticeWorks is responsible under this Section 2.03(a). Any liability for Taxes under this Section 2.03(a) shall be measured by the InfoCure Group's actual liability for Taxes after applying Tax benefits otherwise available to the InfoCure Group other than Tax benefits that the InfoCure Group in cash good faith determines would actually offset Tax liabilities of the InfoCure Group in other taxable years or applied against future periods. Any right to refund under this Section 2.03(a) shall be measured by the actual refund or credit of the InfoCure Group attributable to the adjustment without regard to offsetting Tax obligations)attributes or liabilities of the InfoCure Group. (1b) all Taxes Other than liabilities dealt with elsewhere in this Agreement, InfoCure shall be liable for and shall hold the PracticeWorks Group harmless against (i) any liability attributable to any member of the Loews InfoCure Group for any Pre-Deconsolidation Period or Post-Deconsolidation Period other than the Separation Tax Liability and (2) the Separation Tax Liability but only Taxes that are not attributable, as determined in good faith by InfoCure, to the extent such Taxes arise solely as a result of PracticeWorks Business, including any breach of liability asserted against any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews PracticeWorks Group under the provisions of Treas. Reg. ss. 1.1502-6(a) that impose several liability on members of an affiliated group of corporations that files consolidated returns, or similar provisions of any stockholder foreign, state or local law, in respect of Loews (collectivelyTaxes of any member of the InfoCure Group that are not attributable to the PracticeWorks Business, the “Loews Taxes”). and (ii) Lorillard and the other members of the Lorillard Group shall any amount determined to be responsible for the payment of (and InfoCure's liability under Section 2.04. InfoCure shall be entitled to any refund of, whether received in cash of or applied against future Tax obligations) (1) all credit for Taxes for any periods that are attributable to any member of the Lorillard Group and (2) the Separation Tax Liability, except to the extent that the Separation Tax Liability arises solely as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews InfoCure Group or any stockholder of Loews (collectively, the “Lorillard Taxes”amounts owed by InfoCure or for which InfoCure is responsible under this Section 2.03(b). (iii) For purposes of this Article IV, the liability for Federal Income Tax attributable to the members of the Lorillard Group means, for any Pre-Deconsolidation Period, an amount equal to the Federal Income Tax which would have been payable by the Lorillard Group for such taxable period if the Lorillard Group had filed its own consolidated Tax Return in respect of Federal Income Taxes for such taxable period and all prior taxable periods. In the case of any Loews Filed Tax Return that includes any member of the Lorillard Group only for the portion of the relevant taxable period that ends on the Deconsolidation Date, taxable income, assets or other attributes of the Lorillard Group shall be allocated by Loews to such portion of such taxable period based on an actual or hypothetical closing of the books at the close of the Deconsolidation Date performed by Loews, unless otherwise required by applicable Tax law. (iv) Except to the extent of a Final Determination to the contrary, no member of the Lorillard Group shall take any position on any Tax Return, in connection with any Tax Contest or otherwise that any member of the Loews Group (1) is or has been a member of a combined, consolidated or unitary group of corporations for any Tax purpose that includes a member of the Lorillard Group other than the Loews Consolidated Group or (2) has any liability for any Taxes attributable to any member of the Lorillard Group other than liability imposed under Regulations Section 1.1502-6 with respect to Federal Income Taxes of the Loews Consolidated Group. In the event that any Governmental Entity challenges such position, (x) Lorillard shall promptly notify Loews of such challenge, (y) Lorillard shall, at its own cost and expense, use its best efforts to contest such challenge, and (z) notwithstanding Lorillard’s control right as set forth in Section 4.5(c), upon request by Loews, Loews shall, at its own cost and expense, be allowed to participate in the handling of any such challenge and Lorillard shall consult with Loews regarding any such challenge, including any correspondence or filings submitted in connection therewith, and regarding strategy and settlement decisions with respect to any such challenge. Lorillard shall not settle any such challenge without the consent of Loews, which consent shall not be unreasonably withheld, delayed or conditioned. (v) In connection with the Deconsolidation Event, Loews shall determine in accordance with applicable Tax laws the allocation of applicable Tax Assets, if any, among Loews, each other member of the Loews Group, Lorillard and each other member of the Lorillard Group. In the absence of controlling legal authority or unless otherwise provided in this Agreement, each Tax Asset, if any, shall be allocated to the member of the Loews Group or the Lorillard Group who generated such Tax Asset. (vi) Within thirty days after the Separation Date, Lorillard shall provide such information as Loews reasonably determines is necessary for Loews to calculate the amount of earnings and profits that will be allocated to Lorillard as a result of the Separation, determined in accordance with Section 312(h) of the Code and applicable Regulations. Loews shall advise Lorillard in writing of an estimate of such amount within ninety days after the Separation Date and shall provide a final calculation of such amount when available. Each of Loews and Lorillard agrees to use the earnings and profits allocated pursuant to this provision for all Tax purposes. (viic) Except as set forth in this Agreement Section 2.03 and in consideration of the mutual indemnities and other obligations under of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Loews InfoCure Group and any member of the Lorillard PracticeWorks Group shall be terminated with respect to the PracticeWorks Group as of the Deconsolidation Date, and no member Date of the Loews Group or the Lorillard Group shall have any continuing rights or obligations thereunderDistribution.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Other than liabilities dealt with elsewhere in this Agreement, Lanixx xxxll be liable for and shall indemnify and hold the Harrxx Xxxup harmless against (i) Loews any tax liability of the Lanixx Xxxup for any Period After Distribution, (ii) any tax liability of the Lanixx Xxxup for both Fiscal Year 1999 and the other members taxable year or period that begins before and ends on or after the Date of Distribution in respect of the Loews Group shall be responsible Period Before Distribution, both determined in accordance with the Harrxx Xxxup's intergroup method of federal income tax allocation determined under sections 1.1502-33(d) and 1.1552-1 of the income tax regulations in a manner consistent with past practice, or any other allocation methodology for the payment of taxes other than Federal income tax in a manner consistent with past practice, (and shall be entitled iii) any tax liability resulting from a Final Determination with respect to any refund of, whether received in cash or applied against future Tax obligations) (1) all Taxes an adjustment attributable to any member of the Loews Group Lanixx Xxxup for any Pre-Deconsolidation Period or Post-Deconsolidation Period other than the Separation Tax Liability Before Distribution, and (2iv) the Separation Tax Liability but only any amount determined to the extent such Taxes arise solely as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews Group or any stockholder of Loews (collectively, the “Loews Taxes”). (ii) Lorillard and the other members of the Lorillard Group shall be responsible for the payment of (and shall Lanixx'x xxxbility under Section 2.04. Lanixx xxxll be entitled to any refund of, whether received of or credit for taxes of the Lanixx Xxxup or amounts owed by Lanixx xx for which Lanixx xx responsible under this Section 2.03(a). Any liability for taxes under this Section 2.03(a) shall be measured by the Harrxx Xxxup's actual liability for taxes after applying tax benefits otherwise available to the Harrxx Xxxup other than tax benefits that the Harrxx Xxxup in cash good faith determines would actually offset tax liabilities of the Harrxx Xxxup in other taxable years or applied against future Tax obligations)periods. Any right to refund under this Section 2.03(a) shall be measured by the actual refund or credit of the Harrxx Xxxup attributable to the adjustment without regard to offsetting tax attributes or liabilities of the Harrxx Xxxup. (1b) all Taxes Other than liabilities dealt with elsewhere in this Agreement, Harrxx xxxll be liable for and shall hold the Lanixx Xxxup harmless against (i) any liability attributable to any member of the Lorillard Group and (2) the Separation Tax LiabilityHarrxx Xxxup for taxes regardless of whether attributable to a Period Before Distribution or a Period After Distribution, except to the extent that the Separation Tax Liability arises solely as a result of including any breach of liability asserted against any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews Lanixx Xxxup under the provisions of Treas. Regs. s. 1.1502-6(a) that impose several liability on members of an affiliated group of corporations that files consolidated returns, or similar provisions of any foreign, state or local law, in respect of taxes of any member of the Harrxx Xxxup, and (ii) any amount determined to be Harrxx' xxability under Section 2.04. Harrxx xxxll be entitled to any refund of or credit for taxes for any periods that are attributable to the Harrxx Group or any stockholder of Loews (collectively, the “Lorillard Taxes”amounts owed by Harrxx xx for which Harrxx xx responsible under this Section 2.03(b). (iii) For purposes of this Article IV, the liability for Federal Income Tax attributable to the members of the Lorillard Group means, for any Pre-Deconsolidation Period, an amount equal to the Federal Income Tax which would have been payable by the Lorillard Group for such taxable period if the Lorillard Group had filed its own consolidated Tax Return in respect of Federal Income Taxes for such taxable period and all prior taxable periods. In the case of any Loews Filed Tax Return that includes any member of the Lorillard Group only for the portion of the relevant taxable period that ends on the Deconsolidation Date, taxable income, assets or other attributes of the Lorillard Group shall be allocated by Loews to such portion of such taxable period based on an actual or hypothetical closing of the books at the close of the Deconsolidation Date performed by Loews, unless otherwise required by applicable Tax law. (iv) Except to the extent of a Final Determination to the contrary, no member of the Lorillard Group shall take any position on any Tax Return, in connection with any Tax Contest or otherwise that any member of the Loews Group (1) is or has been a member of a combined, consolidated or unitary group of corporations for any Tax purpose that includes a member of the Lorillard Group other than the Loews Consolidated Group or (2) has any liability for any Taxes attributable to any member of the Lorillard Group other than liability imposed under Regulations Section 1.1502-6 with respect to Federal Income Taxes of the Loews Consolidated Group. In the event that any Governmental Entity challenges such position, (x) Lorillard shall promptly notify Loews of such challenge, (y) Lorillard shall, at its own cost and expense, use its best efforts to contest such challenge, and (z) notwithstanding Lorillard’s control right as set forth in Section 4.5(c), upon request by Loews, Loews shall, at its own cost and expense, be allowed to participate in the handling of any such challenge and Lorillard shall consult with Loews regarding any such challenge, including any correspondence or filings submitted in connection therewith, and regarding strategy and settlement decisions with respect to any such challenge. Lorillard shall not settle any such challenge without the consent of Loews, which consent shall not be unreasonably withheld, delayed or conditioned. (v) In connection with the Deconsolidation Event, Loews shall determine in accordance with applicable Tax laws the allocation of applicable Tax Assets, if any, among Loews, each other member of the Loews Group, Lorillard and each other member of the Lorillard Group. In the absence of controlling legal authority or unless otherwise provided in this Agreement, each Tax Asset, if any, shall be allocated to the member of the Loews Group or the Lorillard Group who generated such Tax Asset. (vi) Within thirty days after the Separation Date, Lorillard shall provide such information as Loews reasonably determines is necessary for Loews to calculate the amount of earnings and profits that will be allocated to Lorillard as a result of the Separation, determined in accordance with Section 312(h) of the Code and applicable Regulations. Loews shall advise Lorillard in writing of an estimate of such amount within ninety days after the Separation Date and shall provide a final calculation of such amount when available. Each of Loews and Lorillard agrees to use the earnings and profits allocated pursuant to this provision for all Tax purposes. (viic) Except as set forth in this Agreement Section 2.03 and in consideration of the mutual indemnities and other obligations under of this Agreement, any and all prior Tax tax sharing or allocation agreements or practices between any member of the Loews Group Harrxx Xxxup and any member of the Lorillard Group Lanixx Xxxup shall be terminated with respect to the Lanixx Xxxup as of the Deconsolidation Date, and no member Date of the Loews Group or the Lorillard Group shall have any continuing rights or obligations thereunderDistribution.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Other than liabilities dealt with elsewhere in this Agreement, PracticeWorks shall be liable for and shall indemnify and hold the InfoCure Group harmless against (i) Loews any Tax liability of any member of the PracticeWorks Group, and of any member of the other InfoCure Group to the extent that such liability is attributable, as determined in good faith by InfoCure, to the PracticeWorks Business, for (A) any Period After Distribution and (B) the Fiscal Year 2000 and (C) any taxable year or period that begins before and ends on or after the Date of Distribution in respect of the Period Before Distribution, (ii) any Tax liability resulting from a Final Determination with respect to an adjustment attributable to any member of the PracticeWorks Group, or any member of the InfoCure Group to the extent that such liability is attributable, as determined in good faith by InfoCure, to the PracticeWorks Business, and (iii) any amount determined to be PracticeWorks' liability under Section 2.04. (b) Other than liabilities dealt with elsewhere in this Agreement, InfoCure shall be liable for and shall hold the PracticeWorks Group harmless against (i) any liability attributable to any member of the InfoCure Group for Taxes that are not attributable, as determined in good faith by InfoCure, to the PracticeWorks Business, including any liability asserted against any member of the PracticeWorks Group under the provisions of Treas. Reg. ss. 1.1502-6(a) that impose several liability on members of an affiliated group of corporations that files consolidated returns, or similar provisions of any foreign, state or local law, in respect of Taxes of any member of the Loews InfoCure Group shall that are not attributable to the PracticeWorks Business, and (ii) any amount determined to be responsible for the payment of (and InfoCure's liability under Section 2.04. InfoCure shall be entitled to any refund of, whether received in cash of or applied against future Tax obligations) (1) all credit for Taxes for any periods that are attributable to any member of the Loews Group for any Pre-Deconsolidation Period or Post-Deconsolidation Period other than the Separation Tax Liability and (2) the Separation Tax Liability but only to the extent such Taxes arise solely as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews InfoCure Group or any stockholder of Loews (collectively, the “Loews Taxes”amounts owed by InfoCure or for which InfoCure is responsible under this Section 2.03(b). (ii) Lorillard and the other members of the Lorillard Group shall be responsible for the payment of (and shall be entitled to any refund of, whether received in cash or applied against future Tax obligations) (1) all Taxes attributable to any member of the Lorillard Group and (2) the Separation Tax Liability, except to the extent that the Separation Tax Liability arises solely as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews Group or any stockholder of Loews (collectively, the “Lorillard Taxes”). (iii) For purposes of this Article IV, the liability for Federal Income Tax attributable to the members of the Lorillard Group means, for any Pre-Deconsolidation Period, an amount equal to the Federal Income Tax which would have been payable by the Lorillard Group for such taxable period if the Lorillard Group had filed its own consolidated Tax Return in respect of Federal Income Taxes for such taxable period and all prior taxable periods. In the case of any Loews Filed Tax Return that includes any member of the Lorillard Group only for the portion of the relevant taxable period that ends on the Deconsolidation Date, taxable income, assets or other attributes of the Lorillard Group shall be allocated by Loews to such portion of such taxable period based on an actual or hypothetical closing of the books at the close of the Deconsolidation Date performed by Loews, unless otherwise required by applicable Tax law. (iv) Except to the extent of a Final Determination to the contrary, no member of the Lorillard Group shall take any position on any Tax Return, in connection with any Tax Contest or otherwise that any member of the Loews Group (1) is or has been a member of a combined, consolidated or unitary group of corporations for any Tax purpose that includes a member of the Lorillard Group other than the Loews Consolidated Group or (2) has any liability for any Taxes attributable to any member of the Lorillard Group other than liability imposed under Regulations Section 1.1502-6 with respect to Federal Income Taxes of the Loews Consolidated Group. In the event that any Governmental Entity challenges such position, (x) Lorillard shall promptly notify Loews of such challenge, (y) Lorillard shall, at its own cost and expense, use its best efforts to contest such challenge, and (z) notwithstanding Lorillard’s control right as set forth in Section 4.5(c), upon request by Loews, Loews shall, at its own cost and expense, be allowed to participate in the handling of any such challenge and Lorillard shall consult with Loews regarding any such challenge, including any correspondence or filings submitted in connection therewith, and regarding strategy and settlement decisions with respect to any such challenge. Lorillard shall not settle any such challenge without the consent of Loews, which consent shall not be unreasonably withheld, delayed or conditioned. (v) In connection with the Deconsolidation Event, Loews shall determine in accordance with applicable Tax laws the allocation of applicable Tax Assets, if any, among Loews, each other member of the Loews Group, Lorillard and each other member of the Lorillard Group. In the absence of controlling legal authority or unless otherwise provided in this Agreement, each Tax Asset, if any, shall be allocated to the member of the Loews Group or the Lorillard Group who generated such Tax Asset. (vi) Within thirty days after the Separation Date, Lorillard shall provide such information as Loews reasonably determines is necessary for Loews to calculate the amount of earnings and profits that will be allocated to Lorillard as a result of the Separation, determined in accordance with Section 312(h) of the Code and applicable Regulations. Loews shall advise Lorillard in writing of an estimate of such amount within ninety days after the Separation Date and shall provide a final calculation of such amount when available. Each of Loews and Lorillard agrees to use the earnings and profits allocated pursuant to this provision for all Tax purposes. (viic) Except as set forth in this Agreement Section 2.03 and in consideration of the mutual indemnities and other obligations under of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Loews InfoCure Group and any member of the Lorillard PracticeWorks Group shall be terminated with respect to the PracticeWorks Group as of the Deconsolidation Date, and no member Date of the Loews Group or the Lorillard Group shall have any continuing rights or obligations thereunderDistribution.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) Other than liabilities dealt with elsewhere in this Agreement, PracticeWorks shall be liable for and shall indemnify and hold the InfoCure Group harmless against (i) Loews and the other members any Tax liability of any member of the Loews PracticeWorks Group, and of any member of the InfoCure Group shall to the extent that such liability is attributable, as determined in good faith by InfoCure, to the PracticeWorks Business, for (A) any Period After Distribution and (B) the Fiscal Year 2000 and (C) any taxable year or period that begins before and ends on or after the Date of Distribution in respect of the Period Before Distribution, (ii) any Tax liability resulting from a Final Determination with respect to an adjustment attributable to any member of the PracticeWorks Group, or any member of the InfoCure Group to the extent that such liability is attributable, as determined in good faith by InfoCure, to the PracticeWorks Business, and (iii) any amount determined to be responsible for the payment of (and PracticeWorks' liability under Section 2.04. PracticeWorks shall be entitled to any refund of, whether received of or credit for Taxes of the PracticeWorks Group or amounts owed by PracticeWorks or for which PracticeWorks is responsible under this Section 2.03(a). Any liability for Taxes under this Section 2.03(a) shall be measured by the InfoCure Group's actual liability for Taxes after applying Tax benefits otherwise available to the InfoCure Group other than Tax benefits that the InfoCure Group in cash good faith determines would actually offset Tax liabilities of the InfoCure Group in other taxable years or applied against future periods. Any right to refund under this Section 2.03(a) shall be measured by the actual refund or credit of the InfoCure Group attributable to the adjustment without regard to offsetting Tax obligations)attributes or liabilities of the InfoCure Group. (1b) all Taxes Other than liabilities dealt with elsewhere in this Agreement, InfoCure shall be liable for and shall hold the PracticeWorks Group harmless against (i) any liability attributable to any member of the Loews InfoCure Group for any Pre-Deconsolidation Period or Post-Deconsolidation Period other than the Separation Tax Liability and (2) the Separation Tax Liability but only Taxes that are not attributable, as determined in good faith by InfoCure, to the extent such Taxes arise solely as a result of PracticeWorks Business, including any breach of liability asserted against any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews PracticeWorks Group under the provisions of Treas. Reg. ss. 1.1502-6(a) that impose several liability on members of an affiliated group of corporations that files consolidated returns, or similar provisions of any stockholder foreign, state or local law, in respect of Loews (collectivelyTaxes of any member of the InfoCure Group that are not attributable to the PracticeWorks Business, the “Loews Taxes”). and (ii) Lorillard and the other members of the Lorillard Group shall any amount determined to be responsible for the payment of (and InfoCure's liability under Section 2.04. InfoCure shall be entitled to any refund of, whether received in cash of or applied against future Tax obligations) (1) all credit for Taxes for any periods that are attributable to any member of the Lorillard Group and (2) the Separation Tax Liability, except to the extent that the Separation Tax Liability arises solely as a result of any breach of any covenant or any other obligation contained in the Tax Materials or this Agreement by Loews, any other member of the Loews InfoCure Group or any stockholder of Loews (collectively, the “Lorillard Taxes”amounts owed by InfoCure or for which InfoCure is responsible under this Section 2.03(b). (iii) For purposes of this Article IV, the liability for Federal Income Tax attributable to the members of the Lorillard Group means, for any Pre-Deconsolidation Period, an amount equal to the Federal Income Tax which would have been payable by the Lorillard Group for such taxable period if the Lorillard Group had filed its own consolidated Tax Return in respect of Federal Income Taxes for such taxable period and all prior taxable periods. In the case of any Loews Filed Tax Return that includes any member of the Lorillard Group only for the portion of the relevant taxable period that ends on the Deconsolidation Date, taxable income, assets or other attributes of the Lorillard Group shall be allocated by Loews to such portion of such taxable period based on an actual or hypothetical closing of the books at the close of the Deconsolidation Date performed by Loews, unless otherwise required by applicable Tax law. (iv) Except to the extent of a Final Determination to the contrary, no member of the Lorillard Group shall take any position on any Tax Return, in connection with any Tax Contest or otherwise that any member of the Loews Group (1) is or has been a member of a combined, consolidated or unitary group of corporations for any Tax purpose that includes a member of the Lorillard Group other than the Loews Consolidated Group or (2) has any liability for any Taxes attributable to any member of the Lorillard Group other than liability imposed under Regulations Section 1.1502-6 with respect to Federal Income Taxes of the Loews Consolidated Group. In the event that any Governmental Entity challenges such position, (x) Lorillard shall promptly notify Loews of such challenge, (y) Lorillard shall, at its own cost and expense, use its best efforts to contest such challenge, and (z) notwithstanding Lorillard’s control right as set forth in Section 4.5(c), upon request by Loews, Loews shall, at its own cost and expense, be allowed to participate in the handling of any such challenge and Lorillard shall consult with Loews regarding any such challenge, including any correspondence or filings submitted in connection therewith, and regarding strategy and settlement decisions with respect to any such challenge. Lorillard shall not settle any such challenge without the consent of Loews, which consent shall not be unreasonably withheld, delayed or conditioned. (v) In connection with the Deconsolidation Event, Loews shall determine in accordance with applicable Tax laws the allocation of applicable Tax Assets, if any, among Loews, each other member of the Loews Group, Lorillard and each other member of the Lorillard Group. In the absence of controlling legal authority or unless otherwise provided in this Agreement, each Tax Asset, if any, shall be allocated to the member of the Loews Group or the Lorillard Group who generated such Tax Asset. (vi) Within thirty days after the Separation Date, Lorillard shall provide such information as Loews reasonably determines is necessary for Loews to calculate the amount of earnings and profits that will be allocated to Lorillard as a result of the Separation, determined in accordance with Section 312(h) of the Code and applicable Regulations. Loews shall advise Lorillard in writing of an estimate of such amount within ninety days after the Separation Date and shall provide a final calculation of such amount when available. Each of Loews and Lorillard agrees to use the earnings and profits allocated pursuant to this provision for all Tax purposes. (viic) Except as set forth in this Agreement Section 2.03 and in consideration of the mutual indemnities and other obligations under of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the Loews Group and any member of the Lorillard Group shall be terminated as of the Deconsolidation Date, and no member of the Loews Group or the Lorillard Group shall have any continuing rights or obligations thereunder.or