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

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) From and after the Merger, Valor shall be liable for and shall indemnify and hold the AT Co. Group harmless against (i) any net liability for Income Taxes of a member of the Spinco Group (and Valor and the Spinco Group shall be entitled to receive and retain any net refund of Income Taxes or other net Tax Benefit) attributable to the treatment of payments received from a federal or state universal services fund (“USF Payments”) in respect of the Spinco Business for the period from January 1, 1997, to the Distribution Date, taking into account (x) any refund of Income Taxes with respect to USF Payments previously not treated as contributions to capital within the meaning of Section 118(a) of the Code, (y) cost recovery deductions arising from property acquired with USF Payments and (z) Income Taxes payable as a result of a failure of a USF Payment to be treated as a contribution to capital within the meaning of Section 118(a) of the Code, in each case with respect to such period (a “USF Tax Amount”), (ii) any Other Taxes arising in the Pre-Distribution Period and attributable to a member of the Spinco Group or to the employees, assets or transactions of the Spinco Business, except for Other Taxes arising in respect of the Contribution (including the Preliminary Restructuring) or the Distribution and (iii) any liability for Taxes arising in the Post-Distribution Period and attributable to a member of the Spinco Group or to the assets, employees, or transactions of the Spinco Business. Except with respect to indemnification pursuant to clause (i), all indemnification pursuant to this Section 2.04(a) shall be on a net after-Tax basis. (b) Except for Taxes specifically allocated to Valor under this Agreement or for which Valor has indemnified AT Co. pursuant to the Merger Agreement, AT Co. shall be liable for and shall indemnify and hold Valor and its Subsidiaries and the Spinco Group harmless against, on a net after-Tax basis, any Tax liability (i) of the AT Co. Group or any AT Consolidated Group or any member thereof or attributable to the employees, assets or transactions of the AT Co. Business or (ii) of the Spinco Group or any member thereof, including Taxes arising from any Distribution Disqualification other than Taxes for which Valor is responsible pursuant to Article X of the Merger Agreement. (c) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the AT Co. Group and any member of the Spinco Group (including the ALLTEL Corporation and Subsidiaries Tax Sharing Policy in effect for taxable years ending on or after December 31, 1991) shall be terminated with respect to the Spinco Group as of the Distribution Date, and no member of the Spinco Group shall have any continuing rights or obligations thereunder. (d) Valor shall be entitled to any refund of or credit for Taxes for which Valor is responsible under this Agreement, and AT Co. shall be entitled to any refund of or credit for Taxes for which AT Co. is responsible under this Agreement. Refunds for any Straddle Period shall be equitably apportioned between the AT Co. Group and the Spinco Group in accordance with the provisions of this Agreement governing such periods. A party receiving a refund to which another party is entitled pursuant to this Agreement shall pay the amount to which such other party is entitled within five days after the receipt of the refund.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) From and after the Merger, Valor shall be liable for and shall indemnify and hold the AT Co. Group harmless against (i) any net liability for Income Taxes of a member of the Spinco Group (and Valor and the Spinco Group shall be entitled to receive and retain any net refund of Income Taxes or other net Tax Benefit) attributable to the treatment of payments received from a federal or state universal services fund (“"USF Payments”") in respect of the Spinco Business for the period from January 1, 1997, to the Distribution Date, taking into account (x) any refund of Income Taxes with respect to USF Payments previously not treated as contributions to capital within the meaning of Section 118(a) of the Code, (y) cost recovery deductions arising from property acquired with USF Payments and (z) Income Taxes payable as a result of a failure of a USF Payment to be treated as a contribution to capital within the meaning of Section 118(a) of the Code, in each case with respect to such period (a “"USF Tax Amount”"), (ii) any Other Taxes arising in the Pre-Distribution Period and attributable to a member of the Spinco Group or to the employees, assets or transactions of the Spinco Business, except for Other Taxes arising in respect of the Contribution (including the Preliminary Restructuring) or the Distribution and (iii) any liability for Taxes arising in the Post-Distribution Period and attributable to a member of the Spinco Group or to the assets, employees, or transactions of the Spinco Business. Except with respect to indemnification pursuant to clause (i), all indemnification pursuant to this Section 2.04(a) shall be on a net after-Tax basis. (b) Except for Taxes specifically allocated to Valor under this Agreement or for which Valor has indemnified AT Co. pursuant to the Merger Agreement, AT Co. shall be liable for and shall indemnify and hold Valor and its Subsidiaries and the Spinco Group harmless against, on a net after-Tax basis, any Tax liability (i) of the AT Co. Group or any AT Consolidated Group or any member thereof or attributable to the employees, assets or transactions of the AT Co. Business or (ii) of the Spinco Group or any member thereof, including Taxes arising from any Distribution Disqualification other than Taxes for which Valor is responsible pursuant to Article X of the Merger Agreement. (c) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the AT Co. Group and any member of the Spinco Group (including the ALLTEL Corporation and Subsidiaries Tax Sharing Policy in effect for taxable years ending on or after December 31, 1991) shall be terminated with respect to the Spinco Group as of the Distribution Date, and no member of the Spinco Group shall have any continuing rights or obligations thereunder. (d) Valor shall be entitled to any refund of or credit for Taxes for which Valor is responsible under this Agreement, and AT Co. shall be entitled to any refund of or credit for Taxes for which AT Co. is responsible under this Agreement. Refunds for any Straddle Period shall be equitably apportioned between the AT Co. Group and the Spinco Group in accordance with the provisions of this Agreement governing such periods. A party receiving a refund to which another party is entitled pursuant to this Agreement shall pay the amount to which such other party is entitled within five days after the receipt of the refund.

TAX SHARING OBLIGATIONS AND PRIOR AGREEMENTS. (a) From and after the Merger, Valor shall be liable for and shall indemnify and hold the AT Co. Group harmless against (i) any net liability for Income Taxes of a member of the Spinco Group (and Valor and the Spinco Group shall be entitled to receive and retain any net refund of Income Taxes or other net Tax Benefit) attributable to the treatment of payments received from a federal or state universal services fund (“"USF Payments”") in respect of the Spinco Business for the period from January 1, 1997, to the Distribution Date, taking into account (x) any refund of Income Taxes with respect to USF Payments previously not treated as contributions to capital within the meaning of Section 118(a) of the Code, (y) cost recovery deductions arising from property acquired with USF Payments and (z) Income Taxes payable as a result of a failure of a USF Payment to be treated as a contribution to capital within the meaning of Section 118(a) of the Code, in each case with respect to such period (a “"USF Tax Amount”"), (ii) any Other Taxes arising in the Pre-Distribution Period and attributable to a member of the Spinco Group or to the employees, assets or transactions of the Spinco Business, except for Other Taxes arising in respect of the Contribution (including the Preliminary Restructuring) or the Distribution and (iii) any liability for Taxes arising in the Post-Distribution Period and attributable to a member of the Spinco Group or to the assets, employees, or transactions of the Spinco Business. Except with respect to indemnification pursuant to clause (i), all indemnification pursuant to this Section 2.04(a) shall be on a net after-Tax basis. (b) Except for Taxes specifically allocated to Valor under this Agreement or for which Valor has indemnified AT Co. pursuant to the Merger Agreement, AT Co. shall be liable for and shall indemnify and hold Valor and its Subsidiaries and the Spinco Group harmless against, on a net after-Tax basis, any Tax liability (i) of the AT Co. Group or any AT Consolidated Group or any member thereof or attributable to the employees, assets or transactions of the AT Co. Business or (ii) of the Spinco Group or any member thereof, including Taxes arising from any Distribution Disqualification other than Taxes for which Valor is responsible pursuant to Article X of the Merger Agreement. (c) Except as set forth in this Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing or allocation agreements or practices between any member of the AT Co. Group and any member of the Spinco Group (including the ALLTEL Corporation and Subsidiaries Tax Sharing Policy in effect for taxable years ending on or after December 31, 1991) shall be terminated with respect to the Spinco Group as of the Distribution Date, and no member of the Spinco Group shall have any continuing rights or obligations thereunder. (d) Valor shall be entitled to any refund of or credit for Taxes for which Valor is responsible under this Agreement, and AT Co. shall be entitled to any refund of or credit for Taxes for which AT Co. is responsible under this Agreement. Refunds for any Straddle Period shall be equitably apportioned between the AT Co. Group and the Spinco Group in accordance with the provisions of this Agreement governing such periods. A party receiving a refund to which another party is entitled pursuant to this Agreement shall pay the amount to which such other party is entitled within five days after the receipt of the refund.