BE REQUIRED TO
PURSUE, AT FAIRPOINT'S EXPENSE, SUCH TAX CONTEST THROUGH ONE LEVEL OF APPELLATE
JUDICIAL REVIEW (IT BEING UNDERSTOOD THAT VERIZON SHALL HAVE NO OBLIGATION TO
PURSUE SUCH TAX CONTEST BEYOND ONE LEVEL OF APPELLATE JUDICIAL REVIEW).
Section 5.03
Control of Contests by FairPoint.
Except as provided in Section 5.02, FairPoint shall have sole control of any
Tax Contest related to any Spinco Return, including the exclusive right to
control, resolve, settle or agree to any deficiency, claim or adjustment
proposed, asserted or assessed in connection with or as a result of any such Tax
Contest, provided, however, that in the case of any such Tax Contest that may
affect Taxes for which Verizon has responsibility hereunder, Verizon may
participate fully in the Tax Contest at its own expense.
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ARTICLE VI
COOPERATION
SECTION 6.01
GENERAL.
(A)
VERIZON AND FAIRPOINT SHALL COOPERATE WITH EACH OTHER IN THE
FILING OF ANY TAX RETURNS AND THE CONDUCT OF ANY AUDIT OR OTHER PROCEEDING AND
EACH SHALL EXECUTE AND DELIVER SUCH POWERS OF ATTORNEY AND MAKE AVAILABLE SUCH
OTHER DOCUMENTS AS ARE REASONABLY NECESSARY TO CARRY OUT THE INTENT OF THIS
AGREEMENT.
EACH PARTY AGREES TO NOTIFY THE OTHER PARTY IN WRITING OF ANY AUDIT
ADJUSTMENTS WHICH DO NOT RESULT IN TAX LIABILITY BUT CAN BE REASONABLY EXPECTED
TO AFFECT TAX RETURNS OF THE OTHER PARTY, OR ANY OF ITS SUBSIDIARIES, FOR A
POST-DISTRIBUTION PERIOD.
(B)
VERIZON SHALL, AND SHALL CAUSE THE VERIZON SUBSIDIARIES TO, MAKE
INFORMATION IN THE POSSESSION OF THE VERIZON GROUP AVAILABLE TO THE COMPANY FOR
PURPOSES OF PREPARATION AND COMPILATION BY THE COMPANY AND THE COMPANY'S
ADVISORS OF THOSE REPORTS AND STUDIES NECESSARY FOR THE COMPANY IN ORDER FOR IT
TO COMPLY WITH ITS TAX REPORTING AND FILING OBLIGATIONS IN POST-DISTRIBUTION
PERIODS, INCLUDING BUT NOT LIMITED TO STUDIES RELATED TO THE EARNINGS AND
PROFITS OF SPINCO AND THE COMPANY AS OF THE EFFECTIVE TIME AND THE TAX BASIS IN
ASSETS AND THE STOCK OF CORPORATE SUBSIDIARIES.
SECTION 6.02
CONSISTENT TREATMENT.
(A)
UNLESS AND UNTIL THERE HAS BEEN A FINAL DETERMINATION TO THE
CONTRARY, EACH PARTY AGREES TO TREAT (I) EACH OF (A) THE CONTRIBUTION, TOGETHER
WITH THE DISTRIBUTION AND (B) THE FIRST INTERNAL SPINOFF, AS A TAX-FREE
REORGANIZATION QUALIFYING UNDER SECTION 368(A)(1)(D) OF THE CODE, (II) EACH OF
THE INTERNAL SPINOFFS AND THE DISTRIBUTION AS A TRANSACTION QUALIFYING UNDER
SECTIONS 355 AND 361 OF THE CODE, (III) THE DEBT EXCHANGE (IF CONSUMMATED) AS A
TRANSFER OF QUALIFIED PROPERTY TO VERIZON'S CREDITORS IN CONNECTION WITH THE
REORGANIZATION WITHIN THE MEANING OF SECTION 361(C)(3) OF THE CODE; AND (IV) THE
MERGER AS A REORGANIZATION QUALIFYING FOR NONRECOGNITION UNDER SECTION 368(A) OF
THE CODE, PURSUANT TO EACH OF WHICH NO GAIN OR LOSS IS RECOGNIZED BY ANY OF
VERIZON, SPINCO, FAIRPOINT AND THEIR RESPECTIVE SHAREHOLDERS AND SUBSIDIARIES
(EXCEPT TO THE EXTENT OF CASH RECEIVED IN LIEU OF FRACTIONAL SHARES).
(B)
UNLESS AND UNTIL THERE HAS BEEN A FINAL DETERMINATION TO THE
CONTRARY, FAIRPOINT SHALL FILE OR CAUSE TO BE FILED