increase in Tax Liability (under this Agreement or
otherwise) of such party that may reasonably be expected to result from the
adoption of the relevant alternative position.
10.05
Consistent Positions on Tax Returns.
Parent (or Subsidiary, as the
case may be) shall prepare all Tax Returns filed pursuant to Section 10.02 for
all Pre-Distribution Taxable Periods and Straddle Periods, in a manner
consistent with past Tax Practices, except as otherwise required by changes in
applicable law or material underlying facts or as the parties hereto shall
otherwise agree in writing.
10.06
Allocation of Straddle Period Taxes.
For purposes of this
Agreement, Taxes shall be allocated between each Pre-Distribution Straddle
Period and Post-Distribution Straddle Period, in Subsidiary's reasonable
judgment with the written consent of Parent (which shall not be unreasonably
withheld), in the following manner:
(A)
TO THE EXTENT NOT IMPRACTICAL, ON THE BASIS OF THE ACTUAL
OPERATIONS AND TAXABLE INCOME (IF ANY) FOR EACH SUCH PERIOD, DETERMINED BY
CLOSING THE BOOKS OF THE ENTITY AS OF THE DISTRIBUTION EFFECTIVE TIME; OR
36
(B)
TO THE EXTENT THAT AN ALLOCATION BASED ON A CLOSING OF THE BOOKS
IS IMPRACTICAL, ON THE BASIS OF ANY REASONABLE METHOD OR METHODS, INCLUDING
ALLOCATIONS BASED ON (I) ALLOCATIONS OF TAXABLE INCOME, LOSS, GAIN, DEDUCTION
AND CREDITS MADE FOR THE ENTITY FOR FEDERAL INCOME TAX PURPOSES, (II) ROUNDING
TO THE NEXT NEAREST ACCOUNTING PERIOD-END, OR (III) THE ACTUAL NUMBER OF DAYS IN
THE PRE-DISTRIBUTION STRADDLE PERIOD AND POST-DISTRIBUTION STRADDLE PERIOD IN
PROPORTION TO THE NUMBER OF DAYS IN THE ENTIRE STRADDLE PERIOD.
10.07
Payment of Taxes.
(A)
PARENT SHALL PAY: (I) ALL TAXES SHOWN TO BE DUE AND PAYABLE ON ALL
TAX RETURNS FILED PURSUANT TO SECTION 10.02(A); AND (II) SUBJECT TO
SECTION 10.08, ALL TAXES THAT SHALL THEREAFTER BECOME DUE AND PAYABLE AS A
RESULT OF A FINAL DETERMINATION WITH RESPECT TO ALL TAX RETURNS FILED BY PARENT
PURSUANT TO SECTION 10.02(A); PROVIDED, HOWEVER, THAT SUBSIDIARY SHALL REIMBURSE
PARENT, FOR THE AMOUNT OF ANY TAXES REQUIRED TO BE PAID AS A RESULT OF CLAUSE
(I) OR (II), WITHIN FIFTEEN (15) DAYS AFTER RECEIPT OF WRITTEN NOTIFICATION FROM
PARENT, IF AND TO THE EXTENT SUCH TAXES ARE DIRECTLY ATTRIBUTABLE TO EITHER
(X) THE TAX LIABILITY OF SUBSIDIARY OR ONE OR MORE SUBSIDIARY MEMBERS, AS A
RESULT OF SUBSIDIARY BEING A PRE-DISTRIBUTION MEMBER OR OTHERWISE, AFTER PARENT
TAKES INTO ACCOUNT ANY TAX BENEFIT (INCLUDING BUT NOT LIMITED TO ANY
CARRY-FORWARD DESCRIBED IN SECTION 10.11) THAT REDUCES THE AMOUNT OF PARENT'S
TAX LIABILITY ATTRIBUTABLE TO SUCH TAX LIABILITY OF SUBSIDIARY; OR (Y) SUBJECT
TO THE LIMITATION IN THE LAST PARAGRAPH OF SECTION 6.01, THE TAX LIABILITY OF
THE PRE-DISTRIBUTION GROUP FOR ANY PERIOD ENDING ON OR BEFORE THE MERGER CLOSING
DATE; AND THE ATTRIBUTION OF SUCH TAX LIABILITY OF THE PRE-DISTRIBUTION GROUP
SHALL BE DETERMINED PURSUANT TO THE PRINCIPLES SET FORTH IN SECTION 10.06.
(B)
SUBSIDIARY SHALL PAY: (I) ALL TAXES SHOWN TO BE DUE AND PAYABLE ON
ALL TAX RETURNS FILED BY SUBSIDIARY PURSUANT TO SECTION