Excess Loss Account. (a) On or before the Amendment Effective Date, MESC and MESH shall deliver to SEI an indemnity in favor of Southern, in a form reasonably satisfactory to SEI, indemnifying and holding Southern (and its Affiliates) harmless for any income taxes (including any penalties or interest determined to be due) that Southern (or its Affiliates) has to pay on any taxable income generated by MESH and MESC in any tax period (or portion thereof) after December 31, 1999 in which MESH or MESC is included in Southern's consolidated tax return in excess of the amount of Southern's excess loss account with respect to its investment in MESH at the beginning of the tax period in which such taxable income is recognized; provided that the amount of Southern's excess loss account at the beginning of the year 2000 shall be reduced by any payment made by Southern under Section 31 of this Amendment; provided further that if an obligation of Southern to pay income tax on the amount of its excess loss account with respect to its investment in MESH is triggered, then MESC and MESH will indemnify and hold Southern (and its Affiliates) harmless for any income taxes (including any penalties or interest determined to be due) Southern (or its Affiliates) has to pay on taxable income of MESH or MESC recognized on or after the triggering of such obligation except where Southern pays such income taxes, or is otherwise liable for such income taxes, pursuant to Section 28(b) of this Amendment. SEI agrees to prepare, negotiate with MESC, and attach to this Amendment as Schedule 7, prior to August 20, 2000, a form of the indemnity referred to in the immediately preceding sentence of this Section 28(a) of the Amendment that is reasonably acceptable to it. Also attached hereto as Schedule 8 is a good faith estimate by SEI of the amount of such excess loss account as of December 31, 1999, and a good faith projection of changes expected to occur in such amount through December 31, 2000, which estimate and projection will not be binding. The parties hereto acknowledge that (x) the estimates and projections set forth on Schedule 8 are subject to significant uncertainties and contingencies, many of which are beyond SEI's control, (y) no assurances can be given that the projections will be realized and (z) no representation or warranty is made as to the accuracy of the estimates and projections.
Excess Loss Account. In connection with the Distribution, notwithstanding Section 3.01 through Section 3.03, if the amount of any excess loss account (as defined in sections 1.1502-19(a) and 1.1502-32(a)(3)(ii) of the Treasury Regulations) in the stock of Covisint or any member of the Covisint Group is required for any reason to be included in the consolidated United States federal taxable income of Compuware or the Compuware Group, Covisint shall pay to Compuware the After-Tax Amount of any Income Tax liability resulting from such inclusion (including, for purposes of clarity, any Income Tax liability resulting from the receipt of amounts under this Section 5.03) (“Excess Loss Account Tax Liability”); provided that the amount of the Excess Loss Account Tax Liability that Covisint is required to pay to Compuware pursuant to this Section 5.03 shall not exceed the aggregate amount of payments that Compuware has previously paid to Covisint for Tax Benefits recognized on account of Covisint Separate Tax Assets pursuant to Section 3.03. The computation of such Excess Loss Account Tax Liability shall be made in accordance with the computational procedures of Section 3.05.
Excess Loss Account. On the date hereof there is no, and at the Effective Time there will not be any, Excess Loss Account (as such term is defined in Treasury Regulation Section 1.1502-19) with respect to the capital stock of Xxxxxxx or any of its Subsidiaries.
Excess Loss Account. In the event of a Distribution, notwithstanding Section 3.01 through Section 3.03, if the amount of any excess loss account (as defined in sections 1.1502-19(a) and 1.1502-32(a)(3)(ii) of the Treasury Regulations) in the stock of Covisint or any member of the Covisint Group is required for any reason to be included in the consolidated federal taxable income of Compuware or the Compuware Group, Covisint shall pay to Compuware the amount of any Income Tax liability resulting from such inclusion (including, for purposes of clarity, any Income Tax liability resulting from the receipt of a payment under this Section 5.03) (“Excess Loss Account Tax Liability”); provided that the amount of the Excess Loss Account Tax Liability that Covisint is required to pay to Compuware pursuant to this Section 5.03 shall not exceed the aggregate amount of payments that Compuware has previously paid to Covisint for Tax Benefits recognized on account of Covisint Separate Tax Assets pursuant to Section 3.03. The computation of such Excess Loss Account Tax Liability shall be made in accordance with the computational procedures of Section 3.05.
