Common use of Termination of Affiliation Clause in Contracts

Termination of Affiliation. a. In the event that any member of the CHEMCO Group ceases to be included in the ISP Group ("Former Member"), the Parent and the Former Member shall furnish each other with information required to prepare (i) the consolidated federal income tax return of the ISP Group for the last taxable year in which the Former Member had been included in the ISP Group and (ii) the federal income tax returns for all taxable years thereafter of the Former Member (and its predecessors and subsidiaries) and the Parent, respectively, in which the tax liability of either may be affected by their former affiliation (including, for example, the apportionment of any consolidated net operating or capital loss or investment or foreign tax credit carryover to the Former Member). The Former Member shall not, without the prior written consent of the Parent (which may be withheld by Parent in its sole discretion), file an application for a carryback adjustment of the tax, for a taxable year in which the Former Member was included in the ISP Group and a consolidated federal income tax return was filed, by reason of a net operating loss deduction. The Former Member may file an application for a carryback adjustment of the tax for a taxable year in which the Former Member was included in the ISP Group and a consolidated federal income tax return was filed by reason of a capital loss or tax credit carryback and shall be entitled to that portion of the actual refund that is attributable to the Former Member under the consolidated return regulations; provided, however, that the Former Member shall not be entitled to any portion of such refund to the extent the items giving rise to such carryback have been previously utilized to reduce the CHEMCO Group Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable income) or gave rise to an CHEMCO Group Tax Refund. b. The Parent and its subsidiaries and the Former Member shall also furnish each other with all information in their hands as may be reasonably requested by the other and relates to a taxable year in which the Former Member had been included in the ISP Group. c. If the Former Member has a carryforward of a deduction, loss or credit to a taxable year following the last taxable year in which it joined in the filing of a consolidated federal income tax return with the ISP Group which has reduced the CHEMCO Group Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable income) or gave rise to an CHEMCO Group Tax Refund, then CHEMCO shall pay to Holdings, at the time such carryforward is actually utilized, an amount equal to the benefit derived therefrom. d. If the Former Member, in a taxable year following the last taxable year in which it joined in the filing of a consolidated federal income tax return with the ISP Group, realizes any tax benefit by reason of any change or adjustment to the tax attributes, including basis in assets, of any member of the ISP Group arising from the transactions relating to the formation of the CHEMCO Group, then CHEMCO shall pay to Holdings at the time such benefits are actually utilized the amount of benefit derived therefrom. e. Payments which would have been required under paragraphs 2, 3 or 5 to or by a Former Member, were the Former Member still a member of the ISP Group, and with respect to taxable year(s) for which the Former Member was a member of the ISP Group, shall be made in accordance with principles analogous to those set forth in such paragraph(s) and at the time(s) set forth therein.

Termination of Affiliation. a. In the event (a) The Parties recognize that any member of the CHEMCO Group ceases at some future date a Member may cease to be included in the ISP CH Group but continue to be a corporation subject to Federal income tax ("Former Member"). In such event, the Parent and the Former Member shall furnish each other the Common Parent and Parent with information required to prepare accurately (ia) the consolidated federal Federal income tax return of the ISP FortisUS Group for the last taxable year in which the Former Member had been was included in the ISP FortisUS Group and (iib) the federal Federal income tax returns for all taxable years thereafter of the Former Member (and its predecessors and subsidiaries) and the Parent, respectively, Common Parent in which the its tax liability of either may be affected by their former affiliation (including, for exampleaffiliation. Moreover, the apportionment Former Member shall furnish the Common Parent and Parent with information and assistance required to apply for and obtain the benefit of any consolidated carryback of a net operating or capital loss or investment or any investment, foreign tax or other credit carryover to of the Former Member). The Former Member shall not, without the prior written consent of the Parent (which may be withheld by Parent in its sole discretion), file an application for a carryback adjustment of the tax, for to a taxable year in which the Former Member was included in the ISP FortisUS Group and a consolidated federal Federal income tax return was filed. (b) The Common Parent, by reason of Parent and a net operating loss deduction. The Former Member may file an application for a carryback adjustment also shall consult and furnish each other with information concerning the status of the any tax for audit or tax refund claim relating to a taxable year in which the Former Member was included in the ISP FortisUS Group and a consolidated federal Federal income tax return was filed by reason of a capital loss or tax credit carryback and shall be entitled to that portion of the actual refund that is attributable to the Former Member under the consolidated return regulations; provided, however, that the Former Member shall not be entitled to any portion of such refund to the extent the items giving rise to such carryback have been previously utilized to reduce the CHEMCO Group Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable income) or gave rise to an CHEMCO Group Tax Refundfiled. b. The Parent and its subsidiaries and the Former Member shall also furnish each other with all information in their hands as may be reasonably requested by the other and relates to a taxable year in which the Former Member had been included in the ISP Group. c. If the Former Member has a carryforward of a deduction, loss or credit to a taxable year following the last taxable year in which it joined in the filing of a consolidated federal income tax return with the ISP Group which has reduced the CHEMCO Group Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable incomec) or gave rise to an CHEMCO Group Tax Refund, then CHEMCO shall pay to Holdings, at the time such carryforward is actually utilized, an amount equal to the benefit derived therefrom. d. If the Former Member, in a taxable year following the last taxable year in which it joined in the filing of a consolidated federal income tax return with the ISP Group, realizes any tax benefit by reason of any change or adjustment to the tax attributes, including basis in assets, of any member of the ISP Group arising from the transactions relating to the formation of the CHEMCO Group, then CHEMCO shall pay to Holdings at the time such benefits are actually utilized the amount of benefit derived therefrom. e. Payments which would have been required under paragraphs Paragraphs 2, 3 or 5 and/or 4 to or by a Former Member, were the Former Member still a member of the ISP GroupMember, and with respect to taxable year(s) for as to which the Former Member was a member of the ISP GroupMember, shall be made in accordance with principles analogous to those set forth in such paragraph(s) and at the time(s) set forth thereintherein as if the Former Member were a Member of the FortisUS Group. CH Energy will reimburse CHG&E for its costs, if any, in the preparation of the Federal Consolidated Tax Return and the New York State Combine Income Tax Return on behalf of any Member but CHG&E. Costs shall be allocated in proportion to the determination of each member's Separate Tax Liability in a manner consistent with that described in Paragraph 2(b)(iii) of this Agreement.

Termination of Affiliation. a. (a) In the event that any member of the CHEMCO Group a Member other than Parent ceases to be included in the ISP Federal Tax Group or a State Tax Group, but continues to be a corporation subject to federal income tax or state income tax, respectively (a "Former Member"), the this Agreement shall, except as provided in this paragraph 7, terminate with respect to such Member. (b) Parent and the Former Member shall consult and furnish each other with information required to prepare (i) concerning the consolidated federal income tax return of the ISP Group for the last taxable year in which the Former Member had been included in the ISP Group and (ii) the federal income tax returns for all taxable years thereafter of the Former Member (and its predecessors and subsidiaries) and the Parent, respectively, in which the tax liability of either may be affected by their former affiliation (including, for example, the apportionment status of any consolidated net operating tax audit or capital loss or investment or foreign tax credit carryover refund claim relating to the Former Member). The Former Member shall not, without the prior written consent of the Parent (which may be withheld by Parent in its sole discretion), file an application for a carryback adjustment of the tax, for a taxable year in which the Former Member was included in the ISP Group a Member and a consolidated federal income tax return or State Income Tax Return was filed. Parent shall have the right to make the final determination as to the response of the Federal Tax Group or State Tax Group, by reason as applicable, to any audit and shall have the sole right to control, at its own expense, any contest of any change proposed and any proposed disallowance of a net operating loss deduction. refund claim by the Internal Revenue Service or a state taxing agency through the Appeals Office of the Internal Revenue Service or the applicable state office and the courts in connection with any taxable year for which this Agreement is in effect. (c) The Former Member may file an application for a carryback adjustment of the tax for a taxable year in which the Former Member was included in the ISP Group and a consolidated federal income tax return was filed by reason of a capital loss or tax credit carryback and shall be entitled to that portion of the actual refund that is attributable reimburse Parent to the Former Member under the consolidated return regulations; provided, however, extent that the Former Member shall not be entitled to any portion received a payment under this Agreement on account of such refund to the extent the items giving rise to such carryback have been previously utilized to reduce the CHEMCO Group Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable incomepayments made by it under this Agreement were reduced by) any loss or gave rise to credit that remained an CHEMCO Group Tax Refund. b. The Parent and its subsidiaries and attribute of the Former Member shall also furnish each other with all information in their hands as may be reasonably requested by (i.e., the other and relates to a taxable year in which the Former Member had been included in the ISP Group. c. If the Former Member has a carryforward of a deduction, loss or credit to a taxable year following was not absorbed by the last taxable year Federal Tax Group or State Tax Group in which it joined in calculating the filing of a consolidated federal income tax return with the ISP Federal Tax Group which has reduced the CHEMCO Liability or State Tax Group Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable income) or gave rise to an CHEMCO Group Tax RefundLiability, then CHEMCO shall pay to Holdings, at the time such carryforward is actually utilized, an amount equal to the benefit derived therefromrespectively). d. If the Former Member, in a taxable year following the last taxable year in which it joined in the filing of a consolidated federal income tax return with the ISP Group, realizes any tax benefit by reason of any change or adjustment to the tax attributes, including basis in assets, of any member of the ISP Group arising from the transactions relating to the formation of the CHEMCO Group, then CHEMCO shall pay to Holdings at the time such benefits are actually utilized the amount of benefit derived therefrom. e. (d) Payments which would have been required under paragraphs 23A, 3 or 5 3B, 4A and 4B of this Agreement to or by a Former Member, were the Former Member still a member of the ISP GroupMember, and with respect to taxable year(s) for years as to which the Former Member was a member of the ISP GroupMember, shall be so made in accordance with principles analogous to those set forth in such paragraph(s) paragraphs and at the time(s) times set forth therein; provided, however, that no such payments shall be made on account of any loss or credit realized by a Former Member that may be carried back to a taxable year in which the Former Member was a Member.

Termination of Affiliation. a. In the event that any member of the CHEMCO ISP Group ceases to be included in the ISP Holdings Group ("Former Member"), the Parent and the Former Member shall furnish each other with information required to prepare (i) the consolidated federal income tax return of the ISP Holdings Group for the last taxable year in which the Former Member had been included in the ISP Holdings Group and (ii) the federal income tax returns for all taxable years thereafter of the Former Member (and its predecessors and subsidiaries) and the Parent, respectively, in which the tax liability of either may be affected by their former affiliation (including, for example, the apportionment of any consolidated net operating or capital loss or investment or foreign tax credit carryover to the Former Member). The Former Member shall not, without the prior written consent of the Parent (which may be withheld by Parent in its sole discretion), file an application for a carryback adjustment of the tax, for a taxable year in which the Former Member was included in the ISP Holdings Group and a consolidated federal income tax return was filed, by reason of a net operating loss deduction. The Former Member may file an application for a carryback adjustment of the tax for a taxable year in which the Former Member was included in the ISP Holdings Group and a consolidated federal income tax return was filed by reason of a capital loss or tax credit carryback and shall be entitled to that portion of the actual refund that is attributable to the Former Member under the consolidated return regulations; provided, however, that the Former Member shall not be entitled to any portion of such refund to the extent the items giving rise to such carryback have been previously utilized to reduce the CHEMCO ISP Group Tax Liability (or the CHEMCO ISP Group hypothetical consolidated federal taxable income) or gave rise to an CHEMCO ISP Group Tax Refund. b. The Parent and its subsidiaries and the Former Member shall also furnish each other with all information in their hands as may be reasonably requested by the other and relates to a taxable year in which the Former Member had been included in the ISP Holdings Group. c. If the Former Member has a carryforward of a deduction, loss or credit to a taxable year following the last taxable year in which it joined in the filing of a consolidated federal income tax return with the ISP Holdings Group which has reduced the CHEMCO ISP Group Tax Liability (or the CHEMCO ISP Group hypothetical consolidated federal taxable income) or gave rise to an CHEMCO ISP Group Tax Refund, then CHEMCO ISP shall pay to Holdings, at the time such carryforward is actually utilized, an amount equal to the benefit derived therefrom. d. If the Former Member, in a taxable year following the last taxable year in which it joined in the filing of a consolidated federal income tax return with the ISP Holdings Group, realizes any tax benefit by reason of any change or adjustment to the tax attributes, including basis in assets, of any member of the ISP Holdings Group arising from the transactions relating to the formation of the CHEMCO ISP Group, then CHEMCO ISP shall pay to Holdings at the time such benefits are actually utilized the amount of benefit derived therefrom. e. Payments which would have been required under paragraphs 2, 3 or 5 to or by a Former Member, were the Former Member still a member of the ISP Holdings Group, and with respect to taxable year(s) for which the Former Member was a member of the ISP Holdings Group, shall be made in accordance with principles analogous to those set forth in such paragraph(s) and at the time(s) set forth therein.

Termination of Affiliation. a. In the event that any member of the CHEMCO Group Subsidiary ceases to be included in the ISP Group ("Former Member")HomeFed Group, the Subsidiary and Parent and the Former Member shall furnish each other with information required to prepare accurately (i) the consolidated federal Federal income tax return of the ISP HomeFed Group for the last taxable year in which the Former Member Subsidiary had been included in the ISP Group and HomeFed Group, (ii) the federal Federal income tax returns for all taxable years thereafter of the Former Member Subsidiary (and its predecessors and subsidiariessuccessors) and the Parent, respectively, in which the tax Tax liability of either may be affected by their former affiliation (including, for example, the apportionment of any consolidated net operating or capital loss or investment or foreign tax credit carryover to the Former Member). The Former Member shall notSubsidiary) and (iii) any Consolidated Return, without including information necessary to determine any Tax liability payable with respect to such return, to the prior written consent extent such determination is based upon the operations of the Subsidiary. b. In the case of a termination of affiliation described in Section 8(a), the Subsidiary shall furnish Parent (which with all information and assistance as may be withheld by Parent in its sole discretion)requested that relates to a Consolidated Return Year, file an application including but not limited to (i) information and assistance required to apply for and obtain the benefit of any carryback to a carryback adjustment Consolidated Return Year of the taxloss, for a taxable year in which the Former Member was included in the ISP Group and a consolidated federal income tax return was filed, by reason of a net operating loss deduction. The Former Member may file an application for a carryback adjustment deduction or credit of the tax for a taxable year in which the Former Member was included in the ISP Group and a consolidated federal income tax return was filed by reason of a capital loss or tax credit carryback and shall be entitled to that portion of the actual refund that is attributable to the Former Member under the consolidated return regulations; Subsidiary, provided, however, that the Former Member this provision shall not be entitled construed to prevent the Subsidiary from validly electing not to carryback such loss, deduction or credit and (ii) information and assistance concerning the status of any Tax audit or refund claim relating to a Consolidated Return Year; provided, that expenses incurred with respect to any portion of such Tax audit or refund to the extent the items giving rise to such carryback have been previously utilized to reduce the CHEMCO Group Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable income) or gave rise to an CHEMCO Group Tax Refund. b. The claim shall be shared in a manner Parent and its subsidiaries and the Former Member shall also furnish each other with all information in their hands as may be reasonably requested by the other and relates to a taxable year in which the Former Member had been included in the ISP Groupdeem equitable. c. If the Former Member has a carryforward of a deduction, loss or credit to a taxable year following the last taxable year in which it joined in the filing of a consolidated federal income tax return with the ISP Group which has reduced the CHEMCO Group Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable income) or gave rise to an CHEMCO Group Tax Refund, then CHEMCO shall pay to Holdings, at the time such carryforward is actually utilized, an amount equal to the benefit derived therefrom. d. If the Former Member, in a taxable year following the last taxable year in which it joined in the filing of a consolidated federal income tax return with the ISP Group, realizes any tax benefit by reason of any change or adjustment to the tax attributes, including basis in assets, of any member of the ISP Group arising from the transactions relating to the formation of the CHEMCO Group, then CHEMCO shall pay to Holdings at the time such benefits are actually utilized the amount of benefit derived therefrom. e. Payments which would have been required under paragraphs 2, 3 or 5 to or by a Former Member, were the Former Member still a member of the ISP Group, and with respect to taxable year(s) for which the Former Member was a member of the ISP Group, this Section 8 shall be made in accordance with principles analogous to those set forth in such paragraph(s) under Sections 2, 3, or 5 hereof and at the time(s) set forth therein, as if the Subsidiary had still been a member of the HomeFed Group. d. Each Subsidiary acknowledges Parent's right to make an election under Reg. Sec. 1.1502-20

Termination of Affiliation. a. In the event (1) The parties recognize that at some future date IXnet and/or any member of the CHEMCO Group ceases IXnet Subsidiary may cease to be included in the ISP IPC Group but continue to be a corporation subject to federal income tax ("Former Member"). In such event, the Parent and the Former Member shall consult and shall furnish each other with information required to prepare accurately (i) the consolidated federal income tax return of the ISP IPC Group for the last taxable year in which the Former Member had been was included in the ISP Group IPC Group, and (ii) the federal income tax returns for all taxable years thereafter of the Former Member (and its predecessors and subsidiaries) and the Parent, respectively, in which the tax liability of either may be affected by their former affiliation (including, for example, the apportionment of any consolidated net operating loss or capital loss or investment or foreign tax credit carryover to the Former Member). The Former Member shall not, without the prior written consent and (iii) any other consolidated federal income tax return of the Parent (which may be withheld by Parent in its sole discretion), file an application for a carryback adjustment of the tax, IPC Group for a taxable year in which the Former Member was included in the ISP Group and IPC Group, including information necessary to make the final determination of any tax liability payable with respect to such return, to the extent such determination is based on the operations of the Former Member. (2) In connection with any audit by any taxing authority for any period ending on or prior to the date on which the Former Member is no longer required to join with Parent in filing a consolidated federal income tax return was filed(the "Deconsolidation Date"), the Former Member will make available to Parent and its representatives such records and documents in its possession as may be requested by such taxing authority or reasonably requested by Parent to defend against such audit. IXnet and the IXnet Subsidiaries will cause their respective employees to (i) cooperate with and assist such taxing authority as required by such taxing authority in the completion of such audit, and (ii) cooperate with and assist tax personnel and tax counsel of Parent, as may be reasonably requested by Parent in the conduct of all tax audits of tax returns, including a claim for refund or amended return for any period ending on or prior to the Deconsolidation Date to the extent that such audit may involve the operations of the IXnet Group. Parent shall have the sole right to represent the interests of the Former Member in any tax audit or administrative or court proceeding relating to taxable periods of the Former Member which end on or before the Deconsolidation Date, including the sole right to enter into a settlement of such audit or proceeding on behalf of the Former Member. A Former Member shall forward to Parent any notice it receives of any tax audit for any period ending on or prior to the Deconsolidation Date. (3) Parent upon request will furnish to IXnet a complete and accurate statement of the information which pertains to the IXnet Group which is included in any consolidated federal income tax return filed by the IPC Group which includes the IXnet Group with respect to any period or portion of any period prior to the Deconsolidation Date, presented in a pro forma separate return --- ----- format. (4) IXnet agrees that it will, or will cause any IXnet Subsidiary to, elect or exercise any option then available to it under the Code to forego the carryback of any net operating loss, net capital loss, or other tax benefit arising in a taxable year beginning after the Deconsolidation Date to a taxable year of the IPC Group ending on or prior to the Deconsolidation Date. If the Code requires such item first to be carried back (and such item cannot, by reason the making of a net operating loss deduction. The an election or otherwise, be carried forward without first being carried back), then the Former Member may file an application for a carryback adjustment of the tax Tax for a taxable year in which the Former Member was included in the ISP IPC Group and a consolidated federal income tax return was filed by reason of a capital loss or tax credit carryback and shall be entitled to that portion of the actual refund that is attributable to the Former Member under the consolidated return regulations; provided, however, that the -------- Former Member shall not be entitled to any all or a portion of such refund to the extent the items giving rise to such carryback have been previously utilized to reduce the CHEMCO IXnet Group Hypothetical Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable income) such IXnet Subsidiary's Hypothetical Tax Liability or previously gave rise to an CHEMCO Group Tax Refunda payment to IXnet or such IXnet Subsidiary under paragraphs 4 or 5. b. The Parent and its subsidiaries and the Former Member shall also furnish each other with all information in their hands as may be reasonably requested by the other and relates to a taxable year in which the Former Member had been included in the ISP Group. c. If the Former Member has a carryforward of a deduction, loss or credit to a taxable year following the last taxable year in which it joined in the filing of a consolidated federal income tax return with the ISP Group which has reduced the CHEMCO Group Tax Liability (or the CHEMCO Group hypothetical consolidated federal taxable income5) or gave rise to an CHEMCO Group Tax Refund, then CHEMCO shall pay to Holdings, at the time such carryforward is actually utilized, an amount equal to the benefit derived therefrom. d. If the Former Member, in a taxable year following the last taxable year in which it joined in the filing of a consolidated federal income tax return with the ISP Group, realizes any tax benefit by reason of any change or adjustment to the tax attributes, including basis in assets, of any member of the ISP Group arising from the transactions relating to the formation of the CHEMCO Group, then CHEMCO shall pay to Holdings at the time such benefits are actually utilized the amount of benefit derived therefrom. e. Payments which that would have been required under paragraphs 23, 3 or 4, 5 and 6 to or by a Former Member, were the Former Member still a member of the ISP IPC Group, and with respect to taxable year(s) years for which the Former Member was a member of the ISP IPC Group, shall be made in accordance with principles analogous to those set forth in such paragraph(s) and at the time(s) set forth therein. (6) The procedures provided in this paragraph 7 shall also be followed, to the extent applicable, with respect to any state and local consolidated, combined and unitary income Taxes.