**Exhibit 10.32**
**TAX SHARING AGREEMENT**
     THIS TAX SHARING AGREEMENT (the “Agreement”), dated as of May 10, 2004, isentered into between Emmis Communications Corporation, an Indiana corporation(“Parent”), and Emmis Operating Company, an Indiana corporation (“Subsidiary”).
     Parent is the common parent corporation of an affiliated group ofcorporations within the meaning of Section 1504(a) of the Internal Revenue Codeof 1986, as amended (the “Code”), that has elected to file consolidated federalincome tax returns, and Subsidiary is a member of such group.
     Parent and Subsidiary desire to set forth in this Agreement theiragreement as to certain matters relating to the inclusion of the SubsidiaryConsolidated Group (as defined below) in the Parent Consolidated Group (asdefined below), including the allocation of tax liabilities for years in whichSubsidiary is so included, and certain other matters relating to taxes.
     The parties agree as follows:
     **1. DEFINITIONS.**
     “Adjustment” shall have the meaning set forth in Section 8.
     “Agreement Year” shall mean any taxable year beginning on or afterFebruary 29, 2004 during which the Subsidiary Consolidated Group is included inthe Parent Consolidated Group.
     “Balance Payment” shall have the meaning set forth in Section 4.
     “Code” shall have the meaning set forth above.
     “Estimated Tax Payments” shall have the meaning set forth in Section 4.
     “Final Determination” shall mean the final resolution of any tax matter,including, but not limited to, a closing agreement with the IRS or the relevantstate, local or foreign taxing authority, a claim for refund which has beenallowed, a deficiency notice with respect to which the period for filing apetition with the Tax Court or the relevant state, local or foreign tribunalhas expired, or a decision of competent jurisdiction that is not subject toappeal or as to which the time for appeal has expired.
     “IRS” shall mean the Internal Revenue Service.
     “Parent” shall have the meaning set forth above.
 

 

     “Parent Consolidated Group” shall mean the affiliated group ofcorporations (including any predecessors and successors thereto) within themeaning of Section 1504(a) of the Code electing to file consolidated federalincome tax returns and of which Parent is the common parent.
     “Parent Consolidated Return” shall have the meaning set forth in Section 2.
     “Post-Consolidation Year” shall have the meaning set forth in Section 6 ofthis Agreement.
     “Pro-Forma Subsidiary Attribute” shall have the meaning set forth inSection 5.
     “Pro Forma Subsidiary Return” shall have the meaning set forth in Section3.
     “Records” shall have the meaning set forth in Section 8.
     “Regulations” shall mean the Treasury regulations promulgated under theCode.
     “Total Periodic Payments” shall have the meaning set forth in Section 4.
     “Subsidiary” shall have the meaning set forth above.
     “Subsidiary Consolidated Group” shall mean the affiliated group ofcorporations (including any predecessors and successors thereto) within themeaning of Section 1504(a) of the Code, of which Subsidiary would be the commonparent if it were not included in the Parent Consolidated Group.
     “Subsidiary Return Items” shall have the meaning set forth in Section 8.
     “Subsidiary Tax Package” shall have the meaning set forth in Section 7.
     **2. FILING OF CONSOLIDATED RETURNS AND PAYMENT OF CONSOLIDATED TAXLIABILITY.**
     For all taxable years in which Parent files consolidated federal incometax returns (any such return of the Parent Consolidated Group for any taxableyear, a “Parent Consolidated Return”) and is entitled to include the SubsidiaryConsolidated Group in such returns, Parent shall include the SubsidiaryConsolidated Group in the consolidated federal income tax returns that it filesas the common parent corporation of the Parent Consolidated Group. Parent,Subsidiary and the other members of the Parent Consolidated Group shall fileany and all consents, elections or other documents and take any other actionsnecessary or appropriate to
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effect the filing of such federal income tax returns. For all taxableyears in which the Subsidiary Consolidated Group is included in the ParentConsolidated Group, Parent shall pay the entire federal income tax liability ofthe Parent Consolidated Group and shall indemnify and hold harmless Subsidiaryand each member of the Subsidiary Consolidated Group against any suchliability; provided, however, that Subsidiary shall make payments to Parent orreceive payments from Parent as provided in this Agreement for any AgreementYear.
     **3. PRO FORMA SUBSIDIARY RETURN.**
     For each Agreement Year, Parent shall prepare a pro forma federal incometax return for the Subsidiary Consolidated Group (a “Pro Forma SubsidiaryReturn”). Except as otherwise provided in this Agreement, the Pro FormaSubsidiary Return for each Agreement Year shall be prepared as if Subsidiaryfiled a consolidated federal income tax return on behalf of the SubsidiaryConsolidated Group for such taxable period. The Pro Forma Subsidiary Returnshall reflect any carryovers of net operating losses, net capital losses,excess tax credits, or other tax attributes from prior Pro Forma SubsidiaryReturns (excluding those attributes that are carried back pursuant to Section5) that could have been utilized by the Subsidiary Consolidated Group if theSubsidiary Consolidated Group had never been included in the ParentConsolidated Group and all Pro Forma Subsidiary Returns had been filed asactual returns. The Pro Forma Subsidiary Return shall be prepared in a mannerthat reflects all elections, positions and methods used in the ParentConsolidated Return that must be applied on a consolidated basis and otherwiseshall be prepared in a manner consistent with the Parent Consolidated Return.The provisions of the Code that require consolidated computations, such asSections 861, 1201-1212 and 1231, shall be applied separately to the SubsidiaryConsolidated Group as if the Subsidiary Consolidated Group and the ParentConsolidated Group (excluding the members of the Subsidiary Consolidated Group)were separate affiliated groups, except that the Pro Forma Subsidiary Returnprepared for the last taxable year, or portion thereof, during which theSubsidiary Consolidated Group is included in the Parent Consolidated Returnshall also include any gains or losses of the members of the SubsidiaryConsolidated Group on transactions within the Subsidiary Consolidated Groupthat must be taken into account pursuant to Section 1.1502-13 of theRegulations and reflected on the Parent Consolidated Return when the SubsidiaryConsolidated Group ceases to be included in the Parent Consolidated Return.For each Agreement Year, Section 1.1502-13 of the Regulations shall be appliedas if the Subsidiary Consolidated Group were not a member of the ParentConsolidated Group. For purposes of the Agreement, all determinations made asif the Subsidiary Consolidated Group had never been included in the ParentConsolidated Group and as if all Pro Forma Subsidiary Returns were actualreturns shall reflect any actual short taxable years resulting from theSubsidiary Consolidated Group joining or leaving the Parent Consolidated Group.
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     **4. TAX PAYMENTS.**
     (a) Estimated Income Tax Payments. For each Agreement Year, Subsidiaryshall make periodic payments (“Estimated Income Tax Payments”) to Parent insuch amounts as shall be equal to the estimated tax payments that would bepayable by the Subsidiary Consolidated Group if it were not included in theParent Consolidated Group, no later than the dates on which such estimated taxpayments would be due from the Subsidiary Consolidated Group if it were notincluded in the Parent Consolidated Group.
     (b) Balance Payment. For each Agreement Year, Subsidiary shall pay toParent an amount equal to the tax payment that would be payable by theSubsidiary Consolidated Group if it were not included in the ParentConsolidated Group, no later than March 15 of the following year (the “BalancePayment”).
     (c) Payments based on Pro Forma Subsidiary Return. For each AgreementYear, Subsidiary shall pay to Parent, no later than the date on which a ParentConsolidated Return is filed for such Agreement Year, an amount equal to thesum of (i) the federal income tax liability shown on the corresponding ProForma Subsidiary Return prepared for such Agreement Year and (ii) the additionsto tax, if any, under Section 6655 of the Code that would have been imposed onthe Subsidiary Consolidated Group (treating the amount due to Parent under (i)above as its federal income tax liability and treating any Estimated TaxPayments to Parent pursuant to clause (a) as estimated payments under Section6655 of the Code) and which result from the inaccuracy of any informationprovided by Subsidiary to Parent pursuant to Section 7 hereof or from thefailure of Subsidiary to provide any requested information, reduced by (iii)the sum for such Agreement Year of the amount of the Estimated Tax Payments andthe Balance Payment (collectively, the “Total Periodic Payments”), plus (iv)any interest and additions to tax (other than under Section 6655 of the Code)that would be due under the Code if the Total Periodic Payments were actualpayments of tax. If the Total Periodic Payments to Parent for any AgreementYear exceed the amount of Subsidiary’s liability for such Agreement Year underthe preceding sentence, Parent shall pay to Subsidiary an amount equal to suchexcess within 10 days after filing the Parent Consolidated Return for suchAgreement Year. For purposes of this Agreement, the term “federal income taxliability” includes the tax imposed by Sections 11, 55 and 59A of the Code, orany successor provisions to such Sections. Parent shall notify Subsidiary ofany amounts due from Subsidiary to Parent pursuant to this Section 4 at least 5business days prior to the date such payments are due, and such payments shallnot be considered due until the later of the due date described above or thefifth day after Parent gives such notice.
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     **5. LOSSES; REFUNDS.**
     If a Pro Forma Subsidiary Return for any Agreement Year reflects a netoperating loss, net capital loss, excess tax credit or other tax attribute (a“Pro Forma Subsidiary Attribute”),which attribute is actually utilized in aParent Consolidated Return (including any amendments thereto), then, within 30days after the later of (i) the due date for the relevant Parent ConsolidatedReturn for such Agreement Year (taking into account any extensions) or (ii) thedate such Pro Forma Subsidiary Attribute is actually realized in cash (whetherdirectly or by offset), Parent shall pay to Subsidiary an amount equal to thelesser of (x) the refund that the Subsidiary Consolidated Group would havereceived as a result of the carryback of such Pro Forma Subsidiary Attribute toa Pro Forma Subsidiary Return for any prior Agreement Year or Years, assumingthat all Pro Forma Subsidiary Returns had been filed as actual returns and thatthe Subsidiary Consolidated Group had filed returns as a separate affiliatedgroup for all prior taxable years or (y) the tax savings or tax benefitactually realized by Parent with respect to the use of such Pro FormaSubsidiary Attribute in a Parent Consolidated Return. For purposes of Section3, the portion of any such attribute that is treated as carried back pursuantto this Section 5 shall be appropriately adjusted to reflect the extent towhich payment under this Section 5 is limited by clause (y) of the precedingsentence. All calculations of deemed refunds pursuant to this Section 5 shallinclude interest computed as if the Subsidiary Consolidated Group had filed aclaim for refund or an application for a tentative carryback adjustmentpursuant to Section 6411(a) of the Code on the date on which the relevantParent Consolidated Return is filed.
     **6. PAYMENTS FOR TAXABLE YEARS IN THE EVENT OF DECONSOLIDATION.**
     (a) Payments By Subsidiary To Parent. If for any taxable year after theSubsidiary Consolidated Group ceases to be included in the Parent ConsolidatedGroup (a “Post-Consolidation Year”), (i) the federal income tax liability ofthe Subsidiary Consolidated Group is less than the federal income tax liabilitythat would have been imposed with respect to the same period if the SubsidiaryConsolidated Group had not been included in the Parent Consolidated Group forany Agreement Year and all Pro Forma Subsidiary Returns had been actual returnsfor such years, or (ii) the federal income tax liability of the ParentConsolidated Group is greater than the federal income tax liability that wouldhave been imposed with respect to the same period if the SubsidiaryConsolidated Group had not been included in the Parent Consolidated Group forany Agreement Year and all Pro Forma Subsidiary Returns had been actual returnsfor such years, then, to the extent that Subsidiary has not already made apayment to Parent for utilization of the tax attributes that gave rise to thedecrease or increase described in (i) or (ii), Subsidiary shall pay to Parentan amount equal to such decrease or increase within 10 days of the filing ofSubsidiary Post-Consolidation Year return. In the event that there is both adecrease and an increase described in (i) and (ii), respectively, of theprevious sentence for any
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Post-Consolidation Year, then Subsidiary shall make a payment to Parent inan amount equal to the sum of such decrease and increase, unless such decreaseand increase (or any portion thereof) result from utilization of the same taxattribute(s), in which case the amount of the payment will be reducedaccordingly.
     (b) Payments By Parent To Subsidiary. If for any Post-Consolidation Year(i) the federal income tax liability of the Subsidiary Consolidated Group isgreater than the federal income tax liability that would have been imposed withrespect to the same period if the Subsidiary Consolidated Group had not beenincluded in the Parent Consolidated Group for any Agreement Year and all ProForma Subsidiary Returns had been actual returns for such years, or (ii) thefederal income tax liability of the Parent Consolidated Group is less than thefederal income tax liability that would have been imposed with respect to thesame period if the Subsidiary Consolidated Group had not been included in theParent Consolidated Group for any Agreement Year and all Pro Forma SubsidiaryReturns had been actual returns for such years, then, to the extent that Parenthas not already made a payment to Subsidiary for utilization of the taxattributes that gave rise to the increase or decrease described in (i) or (ii),Parent shall pay to Subsidiary an amount equal to such increase or decreasewithin 10 days of notification by Subsidiary to Parent of the filing ofSubsidiary Post-Consolidation Year return. In the event that there is both anincrease and a decrease described in (i) and (ii), respectively, of theprevious sentence for any Post-Consolidation Year, then Parent shall make apayment to Subsidiary in an amount equal to the sum of such increase anddecrease, unless such increase and decrease (or any portion thereof) resultfrom utilization of the same tax attribute(s), in which case the amount of thepayment will be reduced accordingly.
     (c) Documentation. Prior to the payment of any amounts due pursuant tothis Section 6, the parties shall exchange such information and documentationas is reasonably satisfactory to each of them in order to substantiate theamounts due pursuant to this Section 6. Any disputes as to such amounts anddocumentation that cannot be resolved prior to the date on which a payment isdue shall be referred to an independent accounting firm whose fees shall paidone-half by Subsidiary and one-half by Parent.
          (d) Post-Consolidation Year Carrybacks.
     (i) If a Subsidiary Consolidated Group federal income taxreturn for any Post-Consolidation Year reflects a net operatingloss, net capital loss, excess tax credits, or any other taxattribute, whether or not Subsidiary waives the right to carrybackany such attribute to a Parent Consolidated Return, no payment withrespect to such carrybacks shall be due from Parent.
     (ii) If a Parent Consolidated Return for anyPost-Consolidation Year reflects a net operating loss, net capitalloss, excess tax credits, or any other
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tax attribute, such attribute may be carried back to ParentConsolidated Return for an Agreement Year, and Parent shall beentitled to retain (without any obligation to reimburse Subsidiary)the full amount of any refund received in connection therewith. Inthe event that Subsidiary (or any other member of the SubsidiaryConsolidated Group) receives any refund with respect to anAgreement Year issued in connection with a carryback of a ParentConsolidated Group tax attribute from a Post-Consolidation Year toa Parent Consolidated Return for an Agreement Year, Subsidiaryshall promptly pay the full amount of such refund to Parent.
     (e) No Duplication of Payment. Notwithstanding anything to the contraryherein, neither Section 5(a) nor Section 5(b) shall require Subsidiary orParent, as the case may be, to make any payment pursuant to such section to theextent that the payment is attributable to a tax attribute for which paymenthas previously been made pursuant to Section 4.
     **7. PREPARATION OF TAX PACKAGE AND OTHER FINANCIAL REPORTING INFORMATION.**
     Subsidiary shall provide to Parent, in a format determined by Parent, allinformation requested by Parent as reasonably necessary to prepare the ParentConsolidated Return and the Pro Forma Subsidiary Return (the “Subsidiary TaxPackage”). The Subsidiary Tax Package with respect to any taxable year shallbe provided to Parent on a basis consistent with practices of the ParentConsolidated Group. Subsidiary shall also provide to Parent informationrequired to determine the Total Periodic Payments, current federal taxableincome, current and deferred tax liabilities, tax reserve items and anyadditional current or prior information required by Parent on a timely basisconsistent with practices of the Parent Consolidated Group.
     **8. RETURNS, AUDITS, REFUNDS, AMENDED RETURNS, LITIGATION, ADJUSTMENTS ANDRULINGS.**
     (a) Returns. Parent shall have exclusive and sole responsibility for thepreparation and filing of the Parent Consolidated Returns (including requestsfor extensions) and any other returns, amended returns and other documents orstatements required to be filed with the IRS in connection with thedetermination of the federal income tax liability of the Parent ConsolidatedGroup.
     (b) Audits; Refund Claims. Parent will have exclusive and soleresponsibility and control with respect to the conduct of IRS examinations ofthe returns filed by the Parent Consolidated Group and any refund claims withrespect to such returns, including without limitation the right to selectcounsel, the right to determine the court or other body in
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which any contest shall be brought, the right to determine whether tocontest a proposed deficiency or to pay a tax and sue for a refund and theright to determine whether and how to appeal any adverse determination .Subsidiary shall assist and cooperate with Parent during the course of any suchproceeding. Parent shall give Subsidiary notice of and consult with Subsidiarywith respect to any issues relating to items of income, gain, loss, deductionor credit of Subsidiary (any such items, “Subsidiary Return Items”). Parentshall not settle or otherwise compromise any Subsidiary Return Item that wouldresult in additional liability for Subsidiary under this Agreement without thewritten consent of Subsidiary, which consent shall not be unreasonablywithheld. If Subsidiary does not respond to Parent’s request for consentwithin 30 days, Subsidiary shall be deemed to have consented.
     (c) Litigation. If the federal income tax liability of the ParentConsolidated Group becomes the subject of litigation in any court, the conductof the litigation shall be controlled exclusively by Parent. Subsidiary shallassist and cooperate with Parent during the course of litigation, and Parentshall consult with Subsidiary regarding any issues relating to SubsidiaryReturn Items.
     (d) Expenses. Subsidiary shall reimburse Parent for all reasonableout-of-pocket expenses (including, without limitation, legal, consulting andaccounting fees) in the course of proceedings described in paragraphs (b) and(c) of this Section 8, to the extent such expenses are reasonably attributableto Subsidiary Return Items for any Agreement Year.
     (e) Recalculation Of Payments To Reflect Adjustments. To the extent thatthere is a Final Determination with respect to a Parent Consolidated Returnthat results in a change in an item relating to such return (an “Adjustment”)that affects the treatment of a Subsidiary Return Item for an Agreement Year, acorresponding adjustment shall be made to the corresponding Pro FormaSubsidiary Return. All calculations of payments made pursuant to Sections 4, 5and 6 of this Agreement shall be recomputed to reflect the effect of anyAdjustments on the relevant Pro Forma Subsidiary Return. Within 5 days afterany such Adjustment, Subsidiary or Parent, as appropriate, shall make a paymentto the other party reflecting such Adjustment, plus interest pursuant toSection 9 of the Agreement, calculated as if payments by and to Subsidiarypursuant to Sections 4, 5 and 6 of this Agreement and this Section 8 werepayments and refunds of federal income taxes. Subsidiary shall further pay toParent the amount of any penalties or additions to tax incurred by the ParentConsolidated Group as a result of an adjustment to any Subsidiary Return Itemfor an Agreement Year.
     (f) Rulings. Subsidiary shall assist and cooperate with Parent and takeall actions requested by Parent in connection with any ruling requestssubmitted by Parent to the IRS.
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     (g) Applicability With Respect To All Consolidated Returns. Theprovisions of Sections 8(a), (b) and (c) above shall apply to ParentConsolidated Returns and Subsidiary Return Items for all taxable years in whichSubsidiary is includable in the Parent Consolidated Group.
     (h) Document Retention, Access To Records and Use Of Personnel. Until theexpiration of the relevant statute of limitations (including extensions),Subsidiary shall (i) retain records, documents, accounting data, computer dataand other information (collectively, the “Records”) necessary for thepreparation, filing, review, audit or defense of all tax returns relevant to anobligation, right or liability of either party under the Agreement; and (ii)give Parent reasonable access to such Records and to its personnel (insuringtheir cooperation) and premises to the extent relevant to an obligation, rightor liability of either party under the Agreement. Prior to disposing of anysuch Records, Subsidiary shall notify Parent in writing of such intention andafford Parent the opportunity to take possession or make copies of such Recordsat its discretion.
     **9. INTEREST.**
     Interest required to be paid by or to Subsidiary pursuant to the Agreementshall, unless otherwise specified, be computed at the rate and in the mannerprovided in the Code for interest on underpayments and overpayments,respectively, of federal income tax for the relevant period. Any paymentsrequired pursuant to the Agreement which are not made within the time periodspecified in the Agreement shall bear interest at a rate equal to the rateprovided in the Code for interest on underpayments of tax.
     **10. FOREIGN, STATE AND LOCAL INCOME TAXES.**
     (a) In the case of foreign, state or local taxes based on or measured bythe net income of the Parent Consolidated Group, or any members of the ParentConsolidated Group (other than solely with respect to the SubsidiaryConsolidated Group or solely with respect to members of the Parent ConsolidatedGroup other than members of the Subsidiary Consolidated Group) on a combined,consolidated or unitary basis, the provisions of this Agreement shall applywith equal force to such foreign, state or local tax for each Agreement Year,whether or not the Subsidiary Consolidated Group is included in the ParentConsolidated Group for federal income tax purposes; provided, however, thatinterest pursuant to the first sentence of Section 9 of this Agreement shall becomputed at the rate and in the manner provided under such foreign, state orlocal law for interest on underpayments and overpayments of such tax for therelevant period, and references to provisions of the Code throughout theAgreement shall be deemed to be references to analogous provisions of foreign,state and local law.
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     (b) For any taxable year, Parent shall have the sole and exclusive controlof (a) the determination of whether a combined, consolidated or unitary taxreturn should be filed for any foreign, state or local tax purpose and (b) allforeign, state or local income tax audits and litigation with respect to theSubsidiary Consolidated Group to the same extent as provided in this Agreementfor federal income tax matters (including the right in its sole discretion tohave Subsidiary pay any disputed taxes and sue for a refund in the forum ofParent’s choice). Subsidiary shall reimburse Parent for all reasonableout-of-pocket expenses (including, without limitation, legal, consulting andaccounting fees) in the course of proceedings described in the precedingsentence, to the extent such expenses are reasonably attributable to theSubsidiary Consolidated Group.
     (c) Subsidiary shall be responsible for filing tax returns relating topayroll, sales and use, property, withholding, capital stock, net worth andsimilar taxes attributable to members of the Subsidiary Consolidated Group andshall be responsible for the payment of such taxes.
     (d) For all taxable years that Subsidiary is a member of the ParentConsolidated Group, Subsidiary shall have the sole and exclusive responsibilityfor all taxes based on or measured by net income that are determined solely bythe income of the Subsidiary Consolidated Group (or any combination of themembers thereof, including the predecessors and successors of such members) ona combined, consolidated, unitary or separate company basis.
     (e) Parent will provide notice of and consult with Subsidiary with respectto any issue relating to such audits and litigation, and Subsidiary willprovide to Parent any information necessary to conduct such audits andlitigation. Parent shall not settle or otherwise compromise any audits orlitigation that would result in additional liability for Subsidiary under thisSection 10 without the written consent of Subsidiary, which consent shall notbe unreasonably withheld. If Subsidiary does not respond to Parent’s requestfor consent within 30 days, Subsidiary shall be deemed to have consented.
     **11. SUCCESSORS AND ACCESS TO INFORMATION.**
     The Agreement shall be binding upon and inure to the benefit of anysuccessor to any of the parties, by merger, acquisition of assets or otherwise,to the same extent as if the successor had been an original party to theAgreement, and in such event, all references in this Agreement to a party shallrefer instead to the successor of such party. If for any taxable yearSubsidiary is no longer included in the Parent Consolidated Group, Parent andSubsidiary agree to provide to the other party any information reasonablyrequired to complete tax returns for taxable periods beginning after Subsidiaryis no longer included in a Parent Consolidated Return,
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and each of Parent and Subsidiary will cooperate with respect to anyaudits or litigation relating to any Parent Consolidated Return.
     **12. CONFIDENTIALITY.**
     Each of Parent and Subsidiary agrees that any information furnishedpursuant to the Agreement is confidential and, except as and to the extentrequired by law or otherwise during the course of an audit or litigation orother administrative or legal proceeding, shall not be disclosed to otherpersons. In addition, each of Parent and Subsidiary shall cause its employees,agents and advisors to comply with the terms of this Section 12.
     **13. GOVERNING LAW.**
     The Agreement shall be governed by and construed in accordance with thelaws of the State of Indiana applicable to contracts entered into and to befully performed within the State of Indiana.
     **14. HEADINGS.**
     The headings in the Agreement are for convenience only and shall not bedeemed for any purpose to constitute a part or to affect the interpretation ofthe Agreement.
     **15. SECTION REFERENCES.**
     References to Sections shall, unless otherwise specified, be references toSections of this Agreement.
     **16. COUNTERPARTS.**
     The Agreement may be executed simultaneously in two or more counterparts,each of which will be deemed an original, and it shall not be necessary inmaking proof of the Agreement to produce or account for more than onecounterpart.
     **17. SEVERABILITY.**
     If any provision of the Agreement is held to be unenforceable for anyreason, it shall be adjusted rather than voided, if possible, in order toachieve the intent of the parties to the maximum extent practicable. In anyevent, all other provisions of the Agreement shall be deemed valid, binding,and enforceable to their full extent.
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     **18. TERMINATION.**
     The Agreement shall remain in force and be binding so long as theapplicable period of assessments (including extensions) remains unexpired forany taxes contemplated by the Agreement; provided, however, that neither Parentnor Subsidiary shall have any liability to the other party with respect to taxliabilities for any taxable year in which Subsidiary is not included in theParent Consolidated Return for such year, except as provided in Sections 5 and10.
     **19. SUCCESSOR PROVISIONS.**
     Any reference herein to any provisions of the Code or Treasury Regulationsshall be deemed to include any amendments or successor provisions thereto, asappropriate.
     **20. COMPLIANCE BY SUBSIDIARIES.**
     Parent and Subsidiary each agrees to cause all members of the ParentConsolidated Group and the Subsidiary Consolidated Group (includingpredecessors and successors to such members) to comply with the terms of thisAgreement.
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     IN WITNESS WHEREOF, each of the parties to this Agreement has caused thisAgreement to be executed by its duly authorized officer on this May 10, 2004.      EMMIS COMMUNICATIONS CORPORATION