Common use of Deconsolidation Clause in Contracts

Deconsolidation. Except as otherwise provided in this Agreement, Aquila shall be responsible for, and shall indemnify and hold harmless UtiliCorp against, any and all Taxes arising from any Deconsolidation Event. Notwithstanding this Section 6.1(b), however, Aquila shall not be responsible for any Tax for which UtiliCorp or any member of the UtiliCorp Affiliated Group would otherwise be responsible that arises from or is related to an excess loss account as defined in Section 1.1502-19 of the Treasury Regulations or an intercompany transaction between a member of the UtiliCorp Affiliated Group and a member of the Aquila Affiliated Group as defined in Section 1.1502-13 of the Treasury Regulations. UtiliCorp shall not be responsible in any event for any Tax that arises from or is related to an excess loss account that results from a transaction only between members of the Aquila Affiliated Group or an intercompany transaction only between members of the Aquila Affliated Group or that results in a taxable gain to a member of the Aquila Affiliated Group.