VERIZON CONSOLIDATED GROUP.
(B)
FAIRPOINT SHALL FILE OR CAUSE TO BE FILED
ANY OTHER TAX RETURN REQUIRED TO BE FILED AFTER THE DISTRIBUTION DATE BY OR WITH
RESPECT TO ONE OR MORE MEMBERS OF THE SPINCO GROUP (A "SPINCO RETURN").
ALL
SPINCO RETURNS SHALL BE PREPARED (I) ON A BASIS THAT IS CONSISTENT WITH THE
DISTRIBUTION TAX OPINION, THE MERGER TAX OPINIONS AND THE IRS RULING AND (II) IN
A MANNER CONSISTENT WITH VERIZON'S DETERMINATION OF THE ADJUSTED TAX BASIS OF
ANY ASSET AND THE AMOUNT OF ANY TAX ATTRIBUTE OR ANY SIMILAR ITEM HELD BY THE
SPINCO GROUP AT THE TIME OF THE DISTRIBUTION.
IN THE CASE OF ANY SPINCO 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 BEGINS AFTER
THE DISTRIBUTION DATE, TAXES SHALL BE ALLOCATED TO THE PORTION OF SUCH TAXABLE
PERIOD THAT BEGINS AFTER THE DISTRIBUTION DATE BASED ON AN ACTUAL OR
HYPOTHETICAL CLOSING OF THE BOOKS AT THE CLOSE OF THE DISTRIBUTION DATE.
SECTION 2.02
REVIEW OF TAX RETURNS.
NO LATER
THAN THIRTY (30) DAYS PRIOR TO THE DATE ON WHICH ANY VERIZON RETURN OR SPINCO
RETURN IS REQUIRED TO BE FILED (TAKING INTO ACCOUNT ANY VALID EXTENSIONS), IF
THE PARTY THAT IS NOT RESPONSIBLE FOR PREPARING SUCH TAX RETURN UNDER SECTION
2.01 (THE "NON-PREPARER PARTY") IS RESPONSIBLE FOR ANY PORTION OF THE TAXES
REPORTED ON SUCH TAX RETURN, THE PARTY RESPONSIBLE FOR PREPARING SUCH TAX RETURN
UNDER SECTION 2.01 SHALL (A) SUBMIT OR CAUSE TO BE SUBMITTED TO THE NON-PREPARER
PARTY SUCH TAX RETURN FOR REVIEW AND COMMENT AND (B) SHALL CONSIDER IN GOOD
FAITHANY CHANGES TO SUCH TAX RETURN REASONABLY REQUESTED BY THE NON-PREPARER
PARTY, TO THE EXTENT THAT SUCH CHANGES RELATE TO ITEMS FOR WHICH THE
NON-PREPARER PARTY HAS RESPONSIBILITY HEREUNDER.
SECTION 2.03
OBLIGATION TO REMIT TAXES.
VERIZON
AND FAIRPOINT SHALL EACH TIMELY REMIT OR CAUSE TO BE TIMELY REMITTED TO THE
APPLICABLE TAXING AUTHORITY ANY TAXES DUE IN RESPECT OF ANY TAX RETURN THAT SUCH
PARTY IS REQUIRED TO FILE OR CAUSE TO BE FILED (OR, IN THE CASE OF A TAX FOR
WHICH NO TAX RETURN IS REQUIRED TO BE FILED, WHICH IS OTHERWISE PAYABLE BY SUCH
PARTY OR A MEMBER OF SUCH PARTY'S AFFILIATED GROUP TO ANY TAXING AUTHORITY) AND
SHALL BE ENTITLED TO REIMBURSEMENT FOR SUCH PAYMENTS TO THE EXTENT PROVIDED
HEREIN; PROVIDED, HOWEVER, THAT IN THE CASE OF ANY TAX RETURN, THE NON-PREPARER
PARTY SHALL REMIT TO THE PARTY REQUIRED TO FILE SUCH TAX RETURN IN IMMEDIATELY
AVAILABLE FUNDS THE AMOUNT OF ANY TAXES REFLECTED ON SUCH TAX RETURN FOR WHICH
THE NON-PREPARER PARTY IS RESPONSIBLE HEREUNDER AT LEAST TWO (2) BUSINESS DAYS
BEFORE PAYMENT OF THE RELEVANT AMOUNT IS DUE TO A TAXING AUTHORITY.
7
SECTION 2.04
TAX SHARING AND INDEMNIFICATION
OBLIGATIONS.
(A)
SPINCO AND, FROM AND AFTER THE MERGER,
FAIRPOINT SHALL BE LIABLE FOR AND SHALL INDEMNIFY AND HOLD THE VERIZON GROUP
HARMLESS AGAINST ANY