Common use of Termination of Tax Allocation Agreements Clause in Contracts

Termination of Tax Allocation Agreements. (a) Any tax allocation or sharing agreement or arrangement, whether or not written, that may have been entered into by Seller or any member of Seller's Group and any of the Companies or the Company Subsidiaries shall be terminated as to the Companies and the Company Subsidiaries as of the Closing Date, and no payments which are owed by or to any of the Companies or the Company Subsidiaries pursuant thereto shall be made thereunder. (b) From the date hereof until Closing, the Companies shall pay to Seller their share of any quarterly estimated income Taxes related to any federal, state or local income Tax Liabilities reported on a consolidated, combined or unitary basis with Seller with respect to Pre-Closing Tax Periods. The amount of such share of estimated taxes shall be calculated on a basis that is consistent with past practice and the principles of the Tax Liability Allocation Agreement, provided that such estimate shall not take into account the effects of any Section 338(h)(10) election (or any similar provision of state or local law and including any Taxes on Phase III income as a result of an election under Section 338) made with respect to any of the Companies or Company Subsidiaries, any dividend of shares pursuant to Section 5.9 of this Agreement, or the dividends contemplated by Section 3.7(b) of this Agreement or the sale of any assets for the purpose of funding the Special Dividend contemplated by Section 3.7(b) (other than in the Ordinary Course of Business). With respect to any Tax Returns for Pre-Closing Tax Periods beginning no earlier than January 1, 1999 that are to be filed by Seller prior to the Closing Date, the Companies and Company Subsidiaries shall pay to Seller the Tax Sharing Amount for such period. Within ten (10) Business Days after filing a final income Tax Return for the Pre-Closing Period, Seller shall provide Buyer with its calculation of the Companies' and Company Subsidiaries' Tax Sharing Amount and all documentation reasonably necessary for Buyer to confirm such calculations. With respect to Tax Returns for Pre-Closing Tax Periods that are to be filed by Seller after the Closing Date, within ten (10) Business Days after filing a final income Tax Return for the Pre-Closing Period, Seller shall provide Buyer with its calculation of the Companies' and Company Subsidiaries' Tax Sharing Amount and all documentation reasonably necessary for Buyer to confirm such calculations. If Buyer disagrees with Seller's calculation, it must so notify Seller within fifteen (15) Business Days of receiving all of the required documentation. If Buyer so notifies Seller, Buyer and Seller shall promptly choose an independent accounting firm, reasonably acceptable to both parties, to calculate the Tax Sharing Amount. The cost of such services shall be allocated equally between the parties. Each of Buyer and Seller shall cooperate with and provide all necessary information to the accounting firm and the determination of the accounting firm shall be final and binding on the parties. If Buyer does not notify Seller of its disagreement within the prescribed time, Seller's determination shall be final and binding on Buyer. If the total amount paid for estimated Taxes by the Companies and Company Subsidiaries exceeds the Tax Sharing Amount, Seller shall pay to Buyer the difference between the amount paid for estimated Taxes and the Tax Sharing Amount within five (5) business days of when a determination has become final. If the total amount paid for estimated Taxes is less than the Tax Sharing Amount, Buyer shall pay to Seller an amount equal to the difference between the amount paid for estimated Taxes and the Tax Sharing Amount within five (5) business days of when a determination has become final.

Termination of Tax Allocation Agreements. As of the Closing ---------------------------------------- Date, the Seller shall cause the NiSource Tax Allocation Agreement to be extinguished and terminated with respect to SM&P. Notwithstanding the foregoing, prior to the Closing Date, SM&P shall be entitled to make payments to the Seller pursuant to the NiSource Tax Allocation Agreement among the Affiliated Group which includes the Seller and SM&P, and after the Closing, the Seller shall be entitled to receive from SM&P (aand the Buyer shall cause SM&P to make) Any tax allocation or sharing agreement or arrangementpayments for Taxes paid by the Seller on behalf of SM&P pursuant to the NiSource Tax Allocation Agreement with respect to any Pre-Closing Period, whether or not writtenprovided, however, that may have been entered into by Seller or any member of Seller's Group and any of the Companies or the Company Subsidiaries shall be terminated as such payments made to the Companies and the Company Subsidiaries Seller do not exceed SM&P's reserve for current Taxes (excluding any accrual for deferred Taxes) as of the Closing Date, and no payments which are owed by or to any of the Companies or the Company Subsidiaries pursuant thereto shall be made thereunder. (b) From the date hereof until Closing, the Companies shall pay to Seller their share of any quarterly estimated income Taxes related to any federal, state or local income Tax Liabilities reported on a consolidated, combined or unitary basis with Seller with respect to Pre-Closing Tax Periods. The amount of such share of estimated taxes shall be calculated on a basis that is consistent with past practice and the principles of the Tax Liability Allocation Agreement, provided that such estimate shall not take into account the effects of any Section 338(h)(10) election (or any similar provision of state or local law and including any Taxes on Phase III income as a result of an election under Section 338) made with respect to any of the Companies or Company Subsidiaries, any dividend of shares certified pursuant to Section 5.9 of this Agreement, or the dividends contemplated by Section 3.7(b) of this Agreement or the sale of any assets for the purpose of funding the Special Dividend contemplated by Section 3.7(b) (other than in the Ordinary Course of Business9(b). With respect to any Tax Returns for Pre-Closing Tax Periods beginning no earlier than January 1Moreover, 1999 that are to be filed by Seller prior to the Closing Date, the Companies Seller and Company Subsidiaries SM&P shall pay be entitled to forgive, without payment, any amounts owed by the Seller to SM&P under the NiSource Tax Sharing Amount Allocation Agreement relating to any Pre-Closing Period. Any payments for such period. Within ten (10) Business Days after filing Taxes pursuant to the NiSource Tax Allocation Agreement shall in no event exceed the amount that would be due if SM&P had filed a final income separate rather than a consolidated or combined Tax Return for the such Pre-Closing Period, based on the assumption that SM&P would be subject to tax at the highest rate imposed on corporations under Code Section 11. Notwithstanding any language in this Section 9(g) to the contrary, the Seller shall provide Buyer with its calculation of the Companies' be liable for, and Company Subsidiaries' Tax Sharing Amount and all documentation reasonably necessary for Buyer to confirm such calculations. With respect to Tax Returns for Pre-Closing Tax Periods that are to be filed by Seller after the Closing Dateshall pay, within ten (10) Business Days after filing a final any income Tax Return for the Pre-Closing Period, Seller shall provide Buyer with its calculation of the Companies' and Company Subsidiaries' Tax Sharing Amount and all documentation reasonably necessary for Buyer to confirm such calculations. If Buyer disagrees with Seller's calculation, it must so notify Seller within fifteen (15) Business Days of receiving all of the required documentation. If Buyer so notifies Seller, Buyer and Seller shall promptly choose an independent accounting firm, reasonably acceptable to both parties, to calculate the Tax Sharing Amount. The cost of such services shall be allocated equally between the parties. Each of Buyer and Seller shall cooperate with and provide all necessary information Taxes arising from or related to the accounting firm Section 338(h)(10) Election, and the determination of the accounting firm SM&P's reserve for current Taxes shall be final and binding on the parties. If Buyer does not notify Seller of its disagreement within the prescribed time, Seller's determination shall be final and binding on Buyer. If the total amount paid for estimated include any income Taxes by the Companies and Company Subsidiaries exceeds the Tax Sharing Amount, Seller shall pay to Buyer the difference between the amount paid for estimated Taxes and the Tax Sharing Amount within five (5) business days of when a determination has become final. If the total amount paid for estimated Taxes is less than the Tax Sharing Amount, Buyer shall pay to Seller an amount equal arising from or related to the difference between the amount paid for estimated Taxes and the Tax Sharing Amount within five (5Section 338(h)(10) business days of when a determination has become finalElection.

Termination of Tax Allocation Agreements. The Consolidated Federal Income Tax Liability and Payment Agreement dated March 1, 1998 entered into by LFG, Centennial Bank and other subsidiaries of LFG (athe “Tax Sharing Agreement”) Any tax and any other Tax allocation or sharing agreement or arrangement, whether or not written, that may have been entered into by (x) the Seller Parties, or any member of Seller's Group the LandAmerica Group, and any of the Companies (y) Centennial Bank or the Company Subsidiaries Sole Stockholder shall be terminated as to the Companies Sole Stockholder and the Company Subsidiaries Centennial Bank as of the Closing Date. No amounts shall be paid or distributed by the Sole Stockholder, and no payments Centennial Bank or Acquiror to LFG under the Tax Sharing Agreement; provided, however, that the Tax Sharing Liability (as defined below) for each taxable year beginning after December 31, 2011 shall be paid to LFG, in cash, promptly following the first date upon which are owed by or to any all of the Companies or the Company Subsidiaries pursuant thereto shall be made thereunder. (b) From the date hereof until Closing, the Companies shall pay to Seller their share of any quarterly estimated income Taxes related to any federal, state or local income Tax Liabilities reported on a consolidated, combined or unitary basis with Seller following events have occurred with respect to Presuch taxable year: (i) LFG has filed consolidated U.S. federal income Tax Returns and state income Tax Returns for the Affiliated Group of LFG for such taxable year; (ii) LFG has filed a Request for Prompt Determination of Tax Liability with the Internal Revenue Service (“IRS”) pursuant to Revenue Procedure 2006-Closing 24, as modified by Announcement 2011-77 (the “Prompt Determination Request”), and corresponding requests with state Taxing Authorities to the extent applicable for such taxable year; (iii) with respect to the Tax Periods. The amount Return for such taxable year, either (A) sixty (60) days have elapsed from the date of submission to the IRS of the Prompt Determination Request and the IRS has not responded to such Prompt Determination Request, (B) the IRS has responded to such Prompt Determination Request indicating that such Tax Return has not been selected for examination or (C) there is a settlement with respect to a determination of the IRS in connection with an examination of such share Tax Return; and (iv) there is a final determination of estimated taxes the Tax sharing liability due and payable with respect to the Sole Stockholder and Centennial Bank under the Tax Sharing Agreement with respect to the Tax Returns for such taxable year (the “Tax Sharing Liability”), as described below. LFG shall provide Acquiror with a schedule showing the calculation of the Tax Sharing Liability, together with such related work papers and other documents as Acquiror shall reasonably request in connection with Acquiror’s review of the Tax Sharing Liability. Such Tax Sharing Liability shall be calculated based on a basis the information contained in the Tax Returns for that is consistent year, subject to any agreed upon adjustments made by any Taxing Authority. LFG and Acquiror agree to consult each other and resolve in good faith any issues arising in connection with past practice and the principles Acquiror’s review of the Tax Sharing Liability Allocation Agreement, provided that such estimate shall not take into account calculation. If the effects of parties are unable to resolve any Section 338(h)(10) election (or any similar provision of state or local law and including any Taxes on Phase III income dispute as a result of an election under Section 338) made with respect to any of the Companies or Company Subsidiaries, any dividend of shares pursuant to Section 5.9 of this Agreement, or the dividends contemplated by Section 3.7(b) of this Agreement or the sale of any assets for the purpose of funding the Special Dividend contemplated by Section 3.7(b) (other than in the Ordinary Course of Business). With respect to any Tax Returns for Pre-Closing Sharing Liability within thirty (30) days after LFG’s provision of its Tax Periods beginning no earlier than January 1, 1999 that are Sharing Liability calculation to be filed by Seller prior to the Closing DateAcquiror, the Companies and Company Subsidiaries parties shall pay refer the dispute to Seller the Tax Sharing Amount for such period. Within ten (10) Business Days after filing a final income Tax Return for the Pre-Closing Period, Seller shall provide Buyer with its calculation of the Companies' and Company Subsidiaries' Tax Sharing Amount and all documentation reasonably necessary for Buyer to confirm such calculations. With respect to Tax Returns for Pre-Closing Tax Periods that are to be filed by Seller after the Closing Date, within ten (10) Business Days after filing a final income Tax Return for the Pre-Closing Period, Seller shall provide Buyer with its calculation of the Companies' and Company Subsidiaries' Tax Sharing Amount and all documentation reasonably necessary for Buyer to confirm such calculations. If Buyer disagrees with Seller's calculation, it must so notify Seller within fifteen (15) Business Days of receiving all of the required documentation. If Buyer so notifies Seller, Buyer and Seller shall promptly choose an independent mutually agreed upon nationally recognized accounting firm, reasonably acceptable firm (the “Independent Firm”) to both parties, act as an arbitrator to calculate resolve the Tax Sharing Amountdisagreement. The cost of such services shall be allocated equally between the parties. Each of Buyer and Seller shall cooperate with and provide all necessary information to the accounting firm and the determination of the accounting firm shall be final and binding on the parties. If Buyer does not notify Seller of its disagreement within the prescribed time, Seller's Independent Firm’s determination shall be final and binding on Buyerupon the parties, and all fees and expenses relating to the engagement of the Independent Firm shall be shared equally by LFG and Acquiror. If the total amount paid for estimated Taxes by the Companies Acquiror may, in its discretion, retain and Company Subsidiaries exceeds offset against the Tax Sharing Amount, Seller shall pay Liability owed by Acquiror to Buyer the difference between the amount paid for estimated Taxes and the Tax Sharing Amount within five (5) business days of when a determination has become final. If the total amount paid for estimated Taxes is less than the Tax Sharing Amount, Buyer shall pay to Seller LFG an amount equal to any Tax indemnification obligations owed by LFG to Acquiror under this Agreement. Within two Business Days, the difference between Dissolution Trustee shall transfer any amounts received under this Section 4.09(h) to the amount paid LFG Trustee for estimated Taxes and the Tax Sharing Amount within five (5) business days benefit of when a determination has become finalthe LFG Trust.