Common use of Termination of Affiliation Clause in Contracts

Termination of Affiliation. (a) The parties recognize that at some future date a Member may cease to be included in the Group, but continue to be a corporation subject to federal income tax ("Former Member"). In such event, Newco and Former Member shall consult and furnish each other with information required to prepare accurately the consolidated federal income tax return of the Group for the last taxable year in which the Former Member was included in the Group, and the federal income tax returns for all taxable years thereafter of the Former Member and the Newco, 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, capital loss, or investment or foreign tax credit carryover to the Former Member). In addition, the Former Member shall furnish Newco with information and assistance required to apply for and obtain the benefit of any carryback of a net operating loss, capital loss or any investment, foreign tax or other credit of the Former Member to a taxable year in which the Former Member was included in the Group and a consolidated federal income tax return was filed. (b) Newco and Former Member shall consult and furnish each other with information concerning the status of any tax audit or tax refund claim relating to a taxable year in which the Former Member was included in the Group and a consolidated federal income tax return was filed. (c) Any payments which would have been required under paragraph 3, 4, 5 or 6 to or by a Former Member, if the Former Member were still a Member, and with respect to any taxable year in which the Former Member was a Member, shall be so made in accordance with principles analogous to those set forth in such paragraphs and at the times set forth therein.

Termination of Affiliation. (a) The parties recognize that at some future date a Member Subsidiary may cease to be included in the Group, Company Group but continue to be a corporation subject to federal income tax (( the "Former Member"). In such event, Newco Parent and the Former Member shall consult and shall furnish each other with information required to prepare accurately (a) the consolidated federal income tax return of the Company Group for the last taxable year in which the Former Member was included in the Company Group, and (b) the federal income tax returns for all taxable years thereafter of the Former Member and the NewcoParent, 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, loss or investment general business or foreign tax credit carryover to the Former Member). In addition, the Former Member shall furnish Newco with information and assistance required to apply for and obtain the benefit of any carryback of a net operating loss, capital loss or any investment, foreign tax or other credit of the Former Member to a taxable year in which the Former Member was included in the Group and a consolidated federal income tax return was filed. (b) Newco Parent and the Former Member also shall consult and furnish each other with information concerning the status of any tax audit or tax refund claim relating to a taxable year in which the Former Member was included in the Company Group and a consolidated federal income tax return was filed. The Former Member shall have the right to participate, at its own expense, with Parent in the relevant portions of any audit of a taxable year during which the Former Member was a Member of the Company Group and as to which the Former Member's tax liability for such taxable year may be affected. (c) Any payments Payments which would have been required under paragraph 3, 4, 5 or 6 this Agreement to or by a the Former Member, if were the Former Member were still a Membermember of the Company Group, and with respect to any taxable year in year(s) as to which the Former Member was a Membermember of the Company Group, shall be so made in accordance with principles analogous to those and methodologies set forth in such paragraphs this Agreement and at the times time(s) set forth thereinherein.

Termination of Affiliation. (a) The parties recognize that at some future date a Member Subsidiary may cease to be included in the Group, Company Group but continue to be a corporation subject to federal income tax (the "Former Member"). In such event, Newco Parent and the Former Member shall consult and shall furnish each other with information required to prepare accurately (a) the consolidated federal income tax return of the Company Group for the last taxable year in which the Former Member was included in the Company Group, and (b) the federal income tax returns for all taxable years thereafter of the Former Member and the NewcoParent, 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, loss or investment general business or foreign tax credit carryover to the Former Member). In addition, the Former Member shall furnish Newco with information and assistance required to apply for and obtain the benefit of any carryback of a net operating loss, capital loss or any investment, foreign tax or other credit of the Former Member to a taxable year in which the Former Member was included in the Group and a consolidated federal income tax return was filed. (b) Newco Parent and the Former Member also shall consult and furnish each other with information concerning the status of any tax audit or tax refund claim relating to a taxable year in which the Former Member was included in the Company Group and a consolidated federal income tax return was filed. The Former Member shall have the right to participate, at its own expense, with Parent in the relevant portions of any audit of a taxable year during which the Former Member was a Member of the Company Group and as to which the Former Member's tax liability for such taxable year may be affected. (c) Any payments Payments which would have been required under paragraph 3, 4, 5 or 6 this Agreement to or by a the Former Member, if were the Former Member were still a Membermember of the Company Group, and with respect to any taxable year in year(s) as to which the Former Member was a Membermember of the Company Group, shall be so made in accordance with principles analogous to those and methodologies set forth in such paragraphs this Agreement and at the times time(s) set forth thereinherein.