Common use of Admission of Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets Clause in Contracts

Admission of Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. (a) If Corporate Taxpayer is or becomes a member of a combined, consolidated, affiliated or unitary group that files a consolidated, combined or unitary income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the relevant group as a whole; and (ii) Tax Benefit Payments, Net Tax Benefit, Cumulative Net Realized Tax Benefit, Realized Tax Benefit, Realized Tax Detriment, Hypothetical Tax Benefit Amounts, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated (or combined or unitary, where applicable) taxable income, gain, loss, deduction and attributes of the relevant group as a whole. Corporate Taxpayer shall cause SKM Norcraft Corp. and Trimaran Cabinet Corp. to join in filing a consolidated income tax return with Corporate Taxpayer for U.S. federal income tax purposes (and also to join with Corporate Taxpayer in filing any combined or unitary income tax returns allowable under applicable state or local law) immediately following their contribution into Corporate Taxpayer pursuant to the Reorganization Agreement, and shall cause SKM Norcraft Corp. and Trimaran Cabinet Corp. to (and shall take such actions reasonably available to ensure SKM Norcraft Corp. and Trimaran Cabinet Corp. are able to) continue to so file for as long as SKM Norcraft Corp. and Trimaran Cabinet Corp. are in existence, except as otherwise prohibited by applicable law.

Admission of Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. (a) If Corporate Taxpayer is or becomes a member of a combined, consolidated, affiliated or unitary group that files a consolidated, combined or unitary income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the relevant group as a whole; and (ii) Tax Benefit Payments, Net Tax Benefit, Cumulative Net Realized Tax Benefit, Realized Tax Benefit, Realized Tax Detriment, Hypothetical Tax Benefit Amounts, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated (or combined or unitary, where applicable) taxable income, gain, loss, deduction and attributes of the relevant group as a whole. Corporate Taxpayer shall cause Trimaran Cabinet Corp. and SKM Norcraft Corp. and Trimaran Cabinet Corp. to join in filing a consolidated income tax return with Corporate Taxpayer for U.S. federal income tax purposes (and also to join with Corporate Taxpayer in filing any combined or unitary income tax returns allowable under applicable state or local law) immediately following their contribution into Corporate Taxpayer pursuant to the Reorganization Agreement, and shall cause Trimaran Cabinet Corp. and SKM Norcraft Corp. and Trimaran Cabinet Corp. to (and shall take such actions reasonably available to ensure Trimaran Cabinet Corp. and SKM Norcraft Corp. and Trimaran Cabinet Corp. are able to) continue to so file for as long as Trimaran Cabinet Corp. and SKM Norcraft Corp. and Trimaran Cabinet Corp. are in existence, except as otherwise prohibited by applicable law.