Verizon Communications (VZ)

TAX MATTERS

Section 5.1 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with the consummation of the Merger (including any real property transfer tax and any similar Tax) shall be paid by the Company when due, and the Company will file all necessary Tax Returns and other documentation with respect to all such Taxes and fees, and, if required by applicable law, Buyer and Seller will, and each will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

Section 5.2 Tax Sharing Agreements. Effective as of the Closing Date, Seller shall terminate all tax sharing and similar agreements and arrangements (excluding, for the avoidance of doubt, this Agreement) between Seller, on the one hand, and the Company or any of its Subsidiaries, on the other hand, such that, after the Closing, neither the Company nor any of its Subsidiaries shall have any obligation or liability thereunder.

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Section 5.3 Tax Treatment. Parent, Buyer and the Company agree to treat, for U.S. federal income tax purposes, the conversion of each share of Company Common Stock into the right to receive cash pursuant to Section 1.8(a) as a purchase by Buyer of all shares of Company Common Stock held by the Company Securityholders. The provisions of this Section 5.3 shall survive the consummation of the Merger.