RETURN POSITION OR INCLUDE ANY TAX ELECTION
THAT WOULD MATERIALLY ADVERSELY AFFECT SPINCO OR THE SPINCO GROUP), EXCEPT TO
THE EXTENT THAT SPINCO CONSENTS TO SUCH TAX RETURN POSITION OR TAX ELECTION
(SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD); PROVIDED, HOWEVER, THAT, FOR THE
AVOIDANCE OF DOUBT, THE ALLOCATION AND PRO-RATION OF
10
ITEMS OF INCOME, GAIN, LOSS, DEDUCTION AND CREDIT FOR THE PERIOD WHICH INCLUDES
THE SPIN-OFF
SHALL (TO THE EXTENT ALLOWABLE) BE DETERMINED BY PARENT IN ITS
SOLE DISCRETION IN ACCORDANCE WITH TREASURY REGULATION SECTION 1.1502-76(B).
SPINCO SHALL, AND SHALL CAUSE EACH MEMBER OF THE SPINCO GROUP TO, PREPARE AND
SUBMIT AT PARENT'S REQUEST (BUT IN NO EVENT LATER THAN 90 DAYS AFTER SUCH
REQUEST), AT SPINCO'S EXPENSE, ALL INFORMATION THAT PARENT SHALL REASONABLY
REQUEST, IN SUCH FORM AS PARENT SHALL REASONABLY REQUEST INCLUDING ANY SUCH
INFORMATION REQUESTED TO ENABLE PARENT TO PREPARE ANY INCOME TAX RETURNS OR
OTHER TAX RETURN REQUIRED TO BE FILED BY PARENT PURSUANT TO SECTION 2(A)(I).
PARENT SHALL MAKE ANY SUCH INCOME TAX RETURN OR OTHER TAX RETURN AND RELATED
WORKPAPERS AVAILABLE FOR REVIEW BY SPINCO TO THE EXTENT SUCH RETURN RELATES TO
TAXES FOR WHICH SPINCO WOULD REASONABLY BE EXPECTED TO BE LIABLE OR WITH RESPECT
TO WHICH SPINCO WOULD REASONABLY BE EXPECTED TO HAVE A CLAIM.
IF PRACTICABLE,
PARENT SHALL MAKE SUCH RETURN AVAILABLE FOR REVIEW SUFFICIENTLY IN ADVANCE OF
THE DUE DATE FOR FILING SUCH RETURN TO PROVIDE SPINCO AN OPPORTUNITY TO ANALYZE
AND COMMENT ON SUCH RETURN.
PARENT AND SPINCO SHALL ATTEMPT IN GOOD FAITH TO
RESOLVE ANY ISSUES ARISING OUT OF THE REVIEW OF SUCH RETURN.
(II)
EXCEPT AS REQUIRED BY APPLICABLE LAW OR AS
A RESULT OF A FINAL DETERMINATION, NEITHER PARENT NOR SPINCO SHALL (NOR SHALL
CAUSE OR PERMIT ANY MEMBERS OF THE PARENT GROUP OR SPINCO GROUP, RESPECTIVELY,
TO) TAKE ANY POSITION THAT IS EITHER INCONSISTENT WITH THE TREATMENT OF THE
SPIN-OFF-RELATED TRANSACTIONS AS HAVING TAX-FREE STATUS (OR ANALOGOUS STATUS
UNDER STATE, LOCAL OR FOREIGN LAW) OR, WITH RESPECT TO A SPECIFIC ITEM OF
INCOME, DEDUCTION, GAIN, LOSS, OR CREDIT ON AN INCOME TAX RETURN OR OTHER TAX
RETURN, TREAT SUCH SPECIFIC ITEM IN A MANNER WHICH IS INCONSISTENT WITH THE
MANNER SUCH SPECIFIC ITEM IS REPORTED ON AN INCOME TAX RETURN OR OTHER TAX
RETURN PREPARED OR FILED BY PARENT PURSUANT TO SECTION 2(A) HEREOF (INCLUDING,
WITHOUT LIMITATION, THE CLAIMING OF A DEDUCTION PREVIOUSLY CLAIMED ON ANY SUCH
INCOME TAX RETURN OR OTHER TAX RETURN).
3.
INDEMNIFICATION FOR INCOME TAXES AND
OTHER TAXES.
(A)
INDEMNIFICATION BY PARENT.
FROM AND AFTER
THE DISTRIBUTION DATE, EXCEPT AS PROVIDED IN SECTION 3(B), PARENT AND EACH
MEMBER OF THE PARENT GROUP SHALL JOINTLY AND SEVERALLY INDEMNIFY, DEFEND AND
HOLD HARMLESS SPINCO AND EACH MEMBER OF THE SPINCO GROUP AND EACH OF THEIR
RESPECTIVE REPRESENTATIVES AND AFFILIATES (AND THE HEIRS, EXECUTORS, SUCCESSORS
AND ASSIGNS OF ANY OF THEM) FROM AND AGAINST (I) ALL SPIN-OFF TAX LIABILITIES
INCURRED BY ANY MEMBER OF THE PARENT GROUP, (II) WITHOUT DUPLICATION, ALL