Common use of Responsibility for Tax Clause in Contracts

Responsibility for Tax. (a) Distributing shall be responsible for and indemnify and hold harmless the Controlled Group from (i) any liability for Controlled Federal Income Tax and Controlled Combined Income Tax with respect to the Pre- Distribution Period (other than Income Taxes described in Section 2.01(g)); (ii) any Controlled Separate Income Tax with respect to the Pre-Incorporation Period; (iii) any Income Tax of the Distributing Group by reason of Controlled Group being severally liable for such Income Tax pursuant to Treasury Regulations Section 1.1502-6 or any analogous provision of state or local law; and (iv) any item described in Section 3.01(a) to the extent not covered by Section 3.01(b). (b) Notwithstanding the provisions of clause (i) of Section 2.01(a), for all periods in which Controlled is a member of Distributing's consolidated group, Controlled shall be responsible for and shall pay to Distributing, on or prior to the Distribution Date, an amount equal to the estimate of the Controlled Federal Income Tax for such periods, as determined by Distributing in good faith and in the ordinary course of business. (c) Notwithstanding the provisions of clause (i) of Section 2.01(a), for all periods in which Controlled or any other member of the Controlled Group is a member of a state or local consolidated, combined or unitary group of which any member of the Distributing Group is the parent, Controlled shall be responsible for and shall pay to Distributing, on or prior to the Distribution Date, an amount equal to the estimate of the

Responsibility for Tax. (a) Distributing shall be responsible for and indemnify and hold harmless the Controlled Group from (i) any liability for Controlled Federal Income Tax and Controlled Combined Income Tax with respect to the Pre- Distribution Period (other than Income Taxes described in Section 2.01(g)); (ii) any Controlled Separate Income Tax with respect to the Pre-Incorporation Period; (iii) any Income Tax of the Distributing Group by reason of Controlled Group being severally liable for such Income Tax pursuant to Treasury Regulations Section 1.1502-6 or any analogous provision of state or local law; and (iv) any item described in Section 3.01(a) to the extent not covered by Section 3.01(b). (b) Notwithstanding the provisions of clause (i) of Section 2.01(a), for all periods in which Controlled is a member of Distributing's consolidated group, Controlled shall be responsible for and shall pay to Distributing, on or prior to the Distribution Date, an amount equal to the estimate of the Controlled Federal Income Tax for such periods, as determined by Distributing in good faith and in the ordinary course of business. (c) Notwithstanding the provisions of clause (i) of Section 2.01(a), for all periods in which Controlled or any other member of the Controlled Group is a member of a state or local consolidated, combined or unitary group of which any member of the Distributing Group is the parent, Controlled shall be responsible for and shall pay to Distributing, on or prior to the Distribution Date, an amount equal to the estimate of thethe Controlled Combined Income Tax for such periods, as determined by Distributing in good faith and in the ordinary course of business. (d) Controlled shall be responsible for, and indemnify and hold harmless the Distributing Group from (i) all Income Tax of the Controlled Group with respect to a Post-Distribution Period; (ii) any Controlled Separate Income Tax with respect to the Post-Incorporation Period; (iii) Income Taxes described in Section 2.01(g); (iv) all Other Controlled Tax (regardless of which period it relates to); and (v) any act for which Controlled is liable under Section 3.01(b). (e) For purposes of this Agreement, in the case of any taxable period that begins before and ends after the Distribution Date, the amount of Controlled Federal Income Tax and/or Controlled Combined Income Tax payable for a portion of a period shall be the amount which would have been payable if that portion of a period constituted a separate taxable period beginning on the date such portion of a period began and ending on the date such portion of a period ended, or in such other manner as the parties may agree. (f) For purposes of this Agreement, in the case of any taxable period that begins before and ends after the Controlled Incorporation Date, the amount of Controlled Separate Income Tax payable for a portion of a period shall be the amount which would have been payable if that portion of a period constituted a separate taxable period beginning on the date such portion of a period began and ending on the date such portion of a period ended, or in such other manner as the parties may agree. (g) In the event that any jurisdiction determines that the income of any member of the Controlled Group is included or includible with the income of any member of the Distributing Group for purposes of calculating the combined, consolidated, or unitary Tax liability of the Distributing Group and, as of the date hereof, the income of such member of the Controlled Group was not so included by any member of the Distributing Group in a combined, consolidated, or unitary group of which such member of the Distributing Group was the common parent, Controlled shall be responsible for and shall pay to Distributing any Income Tax liability incurred by any member of the Distributing Group as a result of such determination.