Common use of TREATMENT OF INTERNAL RESTRUCTURING Clause in Contracts

TREATMENT OF INTERNAL RESTRUCTURING. Continental shall treat (and shall cause each Continental Affiliate to treat) and Holdings shall treat (and shall cause each Holdings Group Taxpayer to treat) the transfer of tangible and intangible assets by XJT Holdings to ExpressJet Airlines in connection with the Internal Restructuring as a taxable sale of such assets to ExpressJet Airlines for federal income tax purposes. Not later than (60) days after the end of the Tax year of Continental that includes the Deconsolidation, Continental shall provide Holdings a schedule (and related supporting documentation) listing, as of the Deconsolidation Date, the basis allocable to each class of assets of ExpressJet Airlines and the period, if any, over which such class of assets is amortizable or depreciable for federal income tax purposes. Absent a Final Determination to the contrary or a change in applicable law, Continental shall (and shall cause each Continental Affiliate to) and Holdings shall (and will cause each Holdings Group Taxpayer to) file all federal income Tax Returns in a manner consistent with such schedule. Continental and Holdings agree that all calculations under this Agreement will be made in a manner consistent with such schedule. Notwithstanding the forgoing, no Holdings Group Taxpayer shall be required under this section 2.3 to take any position on a Tax Return for which "substantial authority" does not exist within the meaning of section 6662 of the Code and the Treasury regulations promulgated thereunder.

TREATMENT OF INTERNAL RESTRUCTURING. Continental shall treat (and shall cause each Continental Affiliate to treat) and Holdings shall treat (and shall cause each Holdings Group Taxpayer to treat) the transfer of tangible and intangible assets by XJT Holdings to ExpressJet Airlines in connection with the Internal Restructuring as a taxable sale of such assets to ExpressJet Airlines for federal income tax purposes. Not later than (60) days after the end of the Tax year of Continental that includes the Deconsolidation, Continental shall provide Holdings a schedule (and related supporting documentation) listing, as of the Deconsolidation Date, the basis allocable to each class of assets of ExpressJet Airlines and the period, if any, over which such class of assets is amortizable or depreciable for federal income tax purposes. Absent a Final Determination to the contrary or a change in applicable law, Continental shall (and shall cause each Continental Affiliate to) and Holdings shall (and will cause each Holdings Group Taxpayer to) file all federal income Tax Returns in a manner consistent with such schedule. Continental and Holdings agree that all calculations under this Agreement will be made in a manner consistent with such schedule. Notwithstanding the forgoing, no Holdings Group Taxpayer shall be required under this section 2.3 to take any position on a Tax Return for which "“substantial authority" ” does not exist within the meaning of section 6662 of the Code and the Treasury regulations promulgated thereunder. Payment of Taxes to Tax Authorities Consolidated and Combined Taxes. Continental shall timely pay (or cause to be paid) to the appropriate Tax Authority all Taxes with respect to each Consolidated Return and each Combined Return due for all Pre-Deconsolidation Periods.

TREATMENT OF INTERNAL RESTRUCTURING. Continental shall treat (and shall cause each Continental Affiliate to treat) and Holdings shall treat (and shall cause each Holdings Group Taxpayer to treat) the transfer of tangible and intangible assets by XJT Holdings ExpressJet Airlines, Inc. to New ExpressJet Airlines Airlines, Inc. in connection with the Internal Restructuring as a taxable sale of such assets to New ExpressJet Airlines Airlines, Inc. for federal income tax purposes. Not later than (60) days after the end of the Tax year of Continental that includes the Deconsolidation, Continental shall provide Holdings a schedule (and related supporting documentation) listing, as of the Deconsolidation Date, the basis allocable to each class of assets of New ExpressJet Airlines Airlines, Inc. and the period, if any, over which such class of assets is amortizable or depreciable for federal income tax purposes. Absent a Final Determination to the contrary or a change in applicable law, Continental shall (and shall cause each Continental Affiliate to) and Holdings shall (and will cause each Holdings Group Taxpayer to) file all federal income Tax Returns in a manner consistent with such schedule. Continental and Holdings agree that all calculations under this Agreement will be made in a manner consistent with such schedule. Notwithstanding the forgoing, no Holdings Group Taxpayer shall be required under this section 2.3 to take any position posi- tion on a Tax Return for which "substantial authority" does not exist within the meaning of section 6662 of the Code and the Treasury regulations promulgated thereunder.