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Chapter 12: TAX CONSOLIDATION
Covenant
12.01
(only with Subsidiaries)
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| Tax Consolidation.
The Company will not consent to or permit the filing of or be a party to
any consolidated income tax return on behalf of itself or any of its
Subsidiaries with any Person (other than a consolidated income tax return of the Company and its own Subsidiaries). |
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Covenant
12.02
(payments capped)
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| Tax Consolidation. The
Company will not consent to or permit the filing of or be a party to
any consolidated income tax return on behalf of itself or any of its
Subsidiaries with any Person
(other than a consolidated income tax return of the Company and its own
Subsidiaries) except pursuant to a tax sharing agreement or arrangement
pursuant to which the Company and its Subsidiaries will not make any
payments or agree to make any payments in lieu of income taxes unless
the cumulative sum of such payments does not exceed the cumulative sum
of income taxes which the Company and its Subsidiaries would have paid
if the Company and its Subsidiaries had always filed income tax returns
on a consolidated basis as a separate affiliated group (as such term is
defined in section 1504(a) of the Person) of corporations consisting of only the Company and its Subsidiaries. |
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Covenant
12.03
(existing agreement; limited amendments)
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| Tax Consolidation. The
Company will not consent to or permit the filing of or be a party to
any consolidated income tax return on behalf of itself or any of its
Subsidiaries with any Person
(other than a consolidated income tax return of the Company and its own
Subsidiaries) except pursuant to the tax sharing agreement dated as of
[ ____________, ____ ] with [ <A> ], a copy of which has been furnished to you and your special counsel, as the same may be amended from time to time, provided that no such amendment shall provide that the Company and its Subsidiaries will make any payments to [ <A> ]
in lieu of income taxes unless the cumulative sum of such payments does
not exceed the cumulative sum of income taxes which the Company and its
Subsidiaries would have paid if the Company and its Subsidiaries had
always filed income tax returns on a consolidated basis as a separate
affiliated group (as such term is defined in section 1504(a) of the Person) of corporations consisting of only the Company and its Subsidiaries. |
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Covenant
12.04
(payments capped; share benefits)
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| Tax Consolidation. The
Company will not consent to or permit the filing of or be a party to
any consolidated income tax return on behalf of itself or any of its
Subsidiaries with any Person
(other than a consolidated return of the Company and its own
Subsidiaries) except pursuant to a tax sharing agreement or arrangement |
| (a) which takes appropriate account
of any tax benefits (whether arising from a net operating loss, capital
loss, deduction, credit or otherwise) accruing to the other members of
the affiliated group (as such term is defined in section 1504(a) of the Person) as a result of the inclusion of the Company and its Subsidiaries in such group's consolidated return, and |
| (b) pursuant to which the Company and its Subsidiaries |
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| (i) will not make or agree to make any payments in respect of income taxes to the extent that (x) the
cumulative sum of such payments made by the Company and its
Subsidiaries less the cumulative sum of such payments received by the
Company and its Subsidiaries exceeds (y) the cumulative sum of
income taxes which the Company and its Subsidiaries would have paid if
the Company and its Subsidiaries had always filed income tax returns on
a consolidated basis as a separate affiliated group of corporations
consisting of only the Company and its Subsidiaries, and |
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| (ii) shall be entitled to
receive payments in respect of tax benefits contributed by the Company
and its Subsidiaries to the extent that (x) the cumulative sum
of payments received by such group from the Company and its
Subsidiaries in respect of income taxes less the cumulative sum of
payments made by such group to the Company and its Subsidiaries in
respect of income taxes exceeds (y) the additional tax
liability incurred by such group as a result of the inclusion of the
Company and its Subsidiaries in such group's consolidated tax return. |
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