"Tax Contest" has the meaning set forth in Section 5.01.
"Tax Dispute" has the meaning set forth in Article IX.
"Tax Dispute Arbitrator" has the meaning set forth in Article IX.
"Tax Materials" has the meaning set forth in Section 10.01(a).
"Tax Return" has the meaning set forth in the Merger Agreement.
"Taxing Authority" has the meaning set forth in the Merger Agreement.
"Transactions" has the meaning set forth in Section 2.04(a).
"Transfer Taxes" means any Merger Transfer Taxes and Distribution Transfer Taxes
(in each case, having the meaning set forth in the Merger Agreement).
5
"Transition Services Agreement" has the meaning set forth in the Merger
Agreement.
"Verizon" has the meaning set forth in the preamble.
"Verizon Group" means Verizon and all Subsidiaries of Verizon at any time
preceding, at or following the Contribution, but shall not include any member of
the Spinco Group.
"Verizon Consolidated Group" means any consolidated, combined or unitary group
of which any member of the Verizon Group is the common parent corporation at any
time.
"Verizon Return" has the meaning set forth in Section 2.01(a).
ARTICLE II
TAX RETURNS AND TAX PAYMENTS
SECTION 2.01
OBLIGATIONS TO FILE TAX RETURNS.
(A)
VERIZON SHALL FILE OR CAUSE TO BE FILED ANY
TAX RETURN THAT IS REQUIRED TO BE FILED AFTER THE DISTRIBUTION DATE THAT
INCLUDES BOTH (I) ONE OR MORE MEMBERS OF THE VERIZON GROUP AND (II) ONE OR MORE
MEMBERS OF THE SPINCO GROUP OR ANY ITEM OF INCOME, LOSS, GAIN, DEDUCTION OR
CREDIT RELATING TO THE SPINCO BUSINESS (A "VERIZON RETURN").
EACH MEMBER OF THE
SPINCO GROUP HEREBY IRREVOCABLY AUTHORIZES AND DESIGNATES VERIZON AS ITS AGENT,
COORDINATOR AND ADMINISTRATOR FOR THE PURPOSE OF TAKING ANY AND ALL ACTIONS
NECESSARY OR INCIDENTAL TO THE FILING OF ANY SUCH VERIZON RETURN AND, EXCEPT AS
OTHERWISE PROVIDED HEREIN, FOR THE PURPOSE OF MAKING PAYMENTS TO, OR COLLECTING
REFUNDS FROM, ANY TAXING AUTHORITY IN RESPECT OF A VERIZON RETURN.
FAIRPOINT
SHALL CAUSE MEMBERS OF THE SPINCO GROUP TO PROMPTLY PREPARE AND DELIVER TO
VERIZON IN A MANNER CONSISTENT WITH PAST PRACTICES PRO FORMA TAX RETURNS AND TAX
INFORMATION PACKAGES WITH RESPECT TO ANY VERIZON RETURN.
IN THE CASE OF ANY
VERIZON RETURN THAT INCLUDES ANY MEMBER OF THE SPINCO GROUP OR ANY ITEM RELATING
TO THE SPINCO BUSINESS ONLY FOR THE PORTION OF THE RELEVANT TAXABLE PERIOD THAT
ENDS ON THE DISTRIBUTION DATE, TAXES SHALL BE ALLOCATED TO THE PORTION OF SUCH
TAXABLE PERIOD THAT ENDS ON THE DISTRIBUTION DATE BASED ON AN ACTUAL OR
HYPOTHETICAL CLOSING OF THE BOOKS AT THE CLOSE OF THE DISTRIBUTION DATE.
EXCEPT
AS OTHERWISE PROVIDED HEREIN, VERIZON SHALL HAVE THE EXCLUSIVE RIGHT TO FILE,
PROSECUTE,
6
COMPROMISE OR SETTLE ANY CLAIM FOR REFUND FOR TAXES IN RESPECT OF A VERIZON
RETURN FOR WHICH VERIZON BEARS RESPONSIBILITY HEREUNDER AND TO DETERMINE WHETHER
ANY REFUNDS OF SUCH TAXES TO WHICH THE VERIZON CONSOLIDATED GROUP MAY BE
ENTITLED SHALL BE RECEIVED BY WAY OF REFUND OR CREDIT AGAINST THE TAX LIABILITY
OF THE