TABLE OF CONTENTS

 

		Page
ARTICLE I DEFINITIONS		2
Section 1.1	Certain Defined Terms	2
Section 1.2	Additional Definitions	9
ARTICLE II TAX RETURN FILINGS		9
Section 2.1	Filing of Federal Consolidated Tax Returns	9
Section 2.2	Allocation of Responsibility for Federal Income Taxes for Pre-Separation Periods	9
Section 2.3	The 2005 Federal Consolidated Income Tax Return	9
Section 2.4	Tax Returns for Taxable Periods Beginning After the Separation Date	11
Section 2.5	Amended Returns; Refunds; Carrybacks	12
ARTICLE III TAX CONTEST		13
Section 3.1	Tax Contest	13
Section 3.2	Notice and Overriding Elections; Freezing Liability with Respect to a Tax Contest; Assuming Control of a Tax Contest; Correlative Adjustments.	14
Section 3.3	Recalculation of the Share of Liability to Reflect Adjustments	15
Section 3.4	Interest Netting	16
Section 3.5	Certain Dutch Tax Return Filings	16
ARTICLE IV SPIN-OFF DISQUALIFICATION AND OTHER TAXES ARISING FROM SEPARATION TRANSACTIONS		17
Section 4.1	Indemnification by New Viacom	17
Section 4.2	Indemnification by CBS	17
Section 4.3	Treatment of Other Income Tax Items Attributable to the Separation Transactions	18
Section 4.4	Dual Consolidated Losses.	18
ARTICLE V PAYMENTS MADE UNDER THIS AGREEMENT		19
Section 5.1	Interest	19
Section 5.2	Tax Treatment of Payments Made Under This Agreement	19
Section 5.3	Tax Effecting Obligations Under This Agreement	19
Section 5.4	Direct Payments to the IRS	20
ARTICLE VI STATE, LOCAL AND FOREIGN INCOME TAXES		20
Section 6.1	State, Local and Foreign Income Taxes; Capital Taxes	20
Section 6.2	Certain Transfer Taxes	21
ARTICLE VII DISPUTE RESOLUTION		21

 

 

ARTICLE VIII CONFIDENTIALITY; EXCHANGE OF INFORMATION		21
Section 8.1	Ownership of Income Tax Information	21
Section 8.2	Restrictions on Disclosure of Income Tax Information	22
Section 8.3	Disclosure of Income Tax Information	22
Section 8.4	Access to Income Tax Information	23
Section 8.5	Record Retention	24
Section 8.6	Income Tax Information Relating to Non-Income Taxes	25
Section 8.7	Witness Services	25
Section 8.8	Privileged Matters	26
Section 8.9	Tax Library	28
ARTICLE IX MISCELLANEOUS		28
Section 9.1	Termination	28
Section 9.2	Effect of Termination	28
Section 9.3	Amendments	28
Section 9.4	Waiver	28
Section 9.5	Limitation of Liability	29
Section 9.6	Expenses	29
Section 9.7	Counterparts	29
Section 9.8	Notices	29
Section 9.9	Severability	30
Section 9.10	Entire Agreement; Assignment	31
Section 9.11	Parties in Interest	31
Section 9.12	Governing Law	31
Section 9.13	Waiver of Jury Trial	31
Section 9.14	Headings	32
Section 9.15	Survival of Covenants	32

 

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TAX MATTERS AGREEMENT

 

THIS TAX MATTERS AGREEMENT (the “Agreement”), dated as of December 30, 2005 is entered into by and between Viacom Inc., a Delaware corporation (“Viacom”), and New Viacom Corp., a Delaware corporation (“New Viacom”).

 

WHEREAS, Viacom, directly and through its various subsidiaries, is engaged in the CBS Business and the New Viacom Business;

 

WHEREAS, the Board of Directors of Viacom has determined that it is in the best interests of Viacom and its stockholders to separate Viacom into two separate, publicly traded companies, which will operate the CBS Business and the New Viacom Business, respectively;

 

WHEREAS, in order to effect such separation, (i) Viacom will, and will cause its Subsidiaries to, transfer to New Viacom and to the New Viacom Subsidiaries all of the Subsidiaries, assets and liabilities of Viacom and its Subsidiaries that relate primarily to the New Viacom Business and that are not already owned or otherwise held by New Viacom and the New Viacom Subsidiaries, (ii) New Viacom will, and will cause the New Viacom Subsidiaries to, transfer to Viacom and the CBS Subsidiaries all of the Subsidiaries, assets and liabilities of New Viacom and the New Viacom Subsidiaries that relate primarily to the CBS Business and that are not already owned or otherwise held by Viacom and the CBS Subsidiaries, in each case in the manner set forth and except as otherwise provided in the Separation Agreement and the Ancillary Agreements and (iii) Viacom and Viacom Merger Sub Inc., a Delaware corporation, will consummate the Merger (the transactions described in clauses (i), (ii) and (iii) collectively, the “Separation Transactions”);

 

WHEREAS, prior to consummation of the Separation Transactions, Viacom is the common parent corporation of an affiliated group of corporations within the meaning of Section 1504 of the Code;

 

WHEREAS, in the Merger, Viacom will be renamed “CBS Corporation” (“CBS”) and New Viacom will be renamed “Viacom Inc.” and, after the Separation Date, CBS and its Subsidiaries will conduct the CBS Business and New Viacom and its Subsidiaries will conduct the New Viacom Business;

 

WHEREAS, in the Merger, each share of stock of Viacom outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) shall be canceled and shall be converted automatically into the right to receive 0.5 shares of common stock of New Viacom, and 0.5 shares of common stock of CBS.

 

WHEREAS, the distribution of stock in New Viacom to the shareholders of Viacom is intended to qualify as a tax-free reorganization under Section 368(a)(1)(D) of the Code and as tax-free under Sections 355 and 361 of the Code;

 

 

WHEREAS, Viacom and New Viacom wish to allocate and settle among themselves in an equitable manner, among other things, all applicable federal, state, local and foreign Income Taxes for all taxable periods that include or end prior to the Separation Date; and

 

WHEREAS, it is appropriate and desirable for Viacom and New Viacom to set forth the principles and responsibilities of the parties to this Agreement with respect to indemnification for Income Taxes, proceedings and other matters relating to Income Taxes, Capital Taxes and Transfer Taxes.

 

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereby agree as follows:

 

ARTICLE I

DEFINITIONS

 

Section 1.1                                      Certain Defined Terms.  For purposes of this Agreement:

 

“2005 Consolidated Tax Return” means the U.S. federal consolidated Income Tax Return for the Old Viacom Group for the 2005 calendar year.

 

“Actually Received” has the following meaning:  an Income Tax benefit shall be treated as Actually Received by any Person at the time at which and to the extent that (i) a cash payment is received from the appropriate taxing authority in respect of such Income Tax benefit or (ii) the amount of Income Taxes payable by such Person is reduced below the amount of Income Taxes that such Person would be required to pay but for such incremental Income Tax benefit.

 

“Adjusted Swap Rate” means the bid-side quote for U.S. dollar interest rate swaps, plus 50 basis points, as shown on Bloomberg page IRSB as of the close of business on the date as of which the determination is to be made for swaps with a maturity closest to the average life of the payments being discounted.

 

“Capital Tax” and “Capital Taxes” means (i) any and all state and local taxes imposed on capital, net worth or equity, (ii) any and all interest, penalties, additions to tax, or additional amounts imposed by any taxing authority in connection with (A) any item described in clause (i) or this clause (ii) or (B) the failure to comply with any requirement imposed with respect to any Tax Return relating to any Capital Tax, and (iii) any obligation with respect to any item described in clause (i) and/or (ii) above payable by reason of contract, assumption, transferee or successor liability, operation of Law, or otherwise.

 

“Carryback” has the meaning set forth in Section 2.5(c).

 

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“CBS Adjusted Tax Liability” means, with respect to any taxable period (or portion thereof) ending on or before the Separation Date, the sum of (i) the CBS Business Tax and (ii) the product of (x) 0.5 and (y) the amount equal to the Old Viacom Tax Liability minus the sum of the CBS Business Tax and the New Viacom Business Tax; in each case, with respect to such taxable period.  For the avoidance of doubt, the amount described in clause (ii)(y) of this definition may be a negative number.

 

“CBS Business” has the meaning set forth in the Separation Agreement, except, for purposes of this Agreement, without regard to whether such business is conducted before or after consummation of the Separation Transactions.

 

“CBS Business Tax” means, with respect to any taxable period (or portion thereof) ending on or before the Separation Date, the federal Income Tax liability that the Old Viacom Group would have if (i) during the entirety of the particular taxable period (or portion thereof), it owned only the assets and conducted only the activities and operations of the CBS Business and the CBS Discontinued Operations, (ii) any and all carryforwards and Carrybacks of tax attributes of the Old Viacom Group arising on or before the Separation Date (regardless of whether originating from a segment of the CBS Business, the CBS Discontinued Operations, the New Viacom Business or the New Viacom Discontinued Operations) actually available in such taxable period (or portion thereof) were taken into account, (iii) any and all Carrybacks of tax attributes of any CBS Entity arising after the Separation Date actually available in such taxable period (or portion thereof) were taken into account, (iv) solely for purposes of applying Section 2.5(c) to a CBS Carryback, taking into account any New Viacom Carryback arising in earlier taxable periods, (v) any tax attribute generated in the same taxable period (or portion thereof) but not absorbed in the computation of the New Viacom Business Tax for the same taxable period (or portion thereof) were taken into account, and (vi) items relating to the issues described in the Schedule resulting from a Resolution of such issues were taken into account in the percentages allocated to CBS therein.  For the avoidance of doubt, for purposes of this definition, the definition of New Viacom Business Tax and the calculations relating thereto, the same carryforward or carryback tax attribute may be used in computing the CBS Business Tax and the New Viacom Business Tax.

 

“CBS Carryback” means a Carryback with respect to a net operating loss, a net capital loss or any other tax attribute incurred by CBS after the Separation Date.

 

“CBS Discontinued Operations” means any terminated, divested or discontinued business the assets and liabilities of which are allocated to CBS pursuant to the Separation Agreement and not included in the CBS Business.

 

“CBS Entities” or the “CBS Group” means, collectively, CBS and the CBS Subsidiaries; “CBS Entity” means CBS or any CBS Subsidiary.

 

“CBS Estimated Tax Payments” means, with respect to any taxable period (or portion thereof) ending on or before the Separation Date, the sum of (i) the total amount of estimated federal Income Tax payments made on or prior to the Separation Date multiplied by the CBS Original Tax Percentage and (ii) the total amount for which

 

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CBS is responsible and paid to the taxing authorities pursuant to Section 2.3(b)(i) with respect to estimated federal Income Tax payments made after the Separation Date.

 

“CBS Original Tax Percentage” means a percentage equal to the CBS Adjusted Tax Liability for any taxable period (or portion thereof) ending on or before the Separation Date divided by the Old Viacom Tax Liability for such taxable period, as the amount of those liabilities were determined based on the original federal consolidated Income Tax Return actually filed for such taxable period, provided, however, that, for purposes of this definition, (i) the CBS Adjusted Tax Liability will be calculated without taking into account any contribution made in December 2005 or later to a qualified benefit plan that is allocated to CBS pursuant to the Separation Agreement and (ii) the Old Viacom Tax Liability will be calculated without taking into account any contribution made in December 2005 or later to a qualified benefit plan that is allocated to CBS or New Viacom, as the case may be, pursuant to the Separation Agreement.  For the avoidance of doubt, adjustments made to the CBS Adjusted Tax Liability or to the Old Viacom Tax Liability after such original filing (or such finalization) shall not, for purposes of this Agreement, change the CBS Original Tax Percentage.

 

“CBS Tax Packages” means, collectively, all Tax Packages for a particular taxable period (or portion thereof) with respect to the CBS Business and the CBS Discontinued Operations.  A “CBS Tax Package” means a Tax Package with respect to a part of the CBS Business and/or the CBS Discontinued Operations.

 

“Code” means the Internal Revenue Code of 1986, as amended.

 

“Confidential Income Tax Information” has the meaning set forth in Section 8.2(a).

 

“Current Practices” means of the current practices, tax accounting methods, and positions used by the members of the Old Viacom Group as of the Separation Date in connection with any and all Income Tax matters, including the preparation of Tax Packages and the preparation and filing of Tax Returns, revised as appropriate to take into account (i) changes in the applicable Law after the Separation Date, (ii) good faith resolutions of Tax Contests after the Separation Date and (iii) methods or positions adopted in the preparation of Income Tax Returns previously filed (after the Separation Date) in accordance with this Agreement.

 

“DCL” has the meaning set forth in Section 4.4(a).

 

“DCL Closing Agreement” has the meaning set forth in Section 4.4(a).

 

“Deviation” has the meaning set forth in Section 2.3(a)(ii).

 

“Dispute” has the meaning set forth in Section 2.3(a)(ii).

 

“Electing Party” has the meaning set forth in Section 3.2(a).

 

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“Election” has the meaning set forth in Section 3.2(a).

 

“Governmental Authority” has the meaning set forth in the Separation Agreement.

 

“Income Tax Information” means any and all records, documents, data and other information relating to Income Taxes, including, without limitation, Income Tax Returns and Tax Packages.

 

“Income Tax Returns” means any Tax Return relating to Income Taxes.

 

“Income Taxes” means (i) any and all federal, state, local and foreign taxes based upon, measured by, or computed by reference to net income or profits (including alternative minimum tax), (ii) any and all interest, penalties, additions to tax, or additional amounts imposed by any taxing authority in connection with (A) any item described in clause (i) or this clause (ii) or (B) the failure to comply with any requirement imposed with respect to any Income Tax Return, and (iii) any obligation with respect to Income Taxes described in clause (i) and/or (ii) above payable by reason of contract, assumption, transferee or successor liability, operation of Law, Treasury Regulation section 1.1502-6(a) or 1.1502-78 (or predecessor or successor thereof or any analogous or similar provisions under Law) or otherwise.

 

“Interest Netting Rules” means Section 6621(d) of the Code and any similar provision of state, local or foreign Law.

 

“IRS” means the U.S. Internal Revenue Service.

 

“IRS Private Letter Ruling” means the federal income tax rulings issued to Old Viacom on November 22, 2005 by the IRS in connection with the Separation Transactions.

 

“Joint Owner” has the meaning set forth in Section 8.3.

 

“New Viacom Adjusted Tax Liability” means, with respect to any taxable period (or portion thereof) ending on or before the Separation Date, the sum of (i) the New Viacom Business Tax and (ii) the product of (x) 0.5 and (y) the amount equal to the Old Viacom Tax Liability minus the sum of the CBS Business Tax and the New Viacom Business Tax; in each case, with respect to such taxable period.  For the avoidance of doubt, the amount described in clause (ii)(y) of this definition may be a negative number.

 

“New Viacom Business” has the meaning set forth in the Separation Agreement, except, for purposes of this Agreement, without regard to whether such business is conducted before or after consummation of the Separation Transactions.

 

“New Viacom Business Tax” means, with respect to any taxable period (or portion thereof) ending on or before the Separation Date, the federal Income Tax liability that the Old Viacom Group would have if (i) during the entirety of the particular

 

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taxable period (or portion thereof), it owned only the assets and conducted only the activities and operations of the New Viacom Business and/or the New Viacom Discontinued Operations, (ii) any and all carryforwards and Carrybacks of tax attributes of the Old Viacom Group arising on or before the Separation Date (regardless of whether originating from a segment of the CBS Business, the CBS Discontinued Operations, the New Viacom Business or the New Viacom Discontinued Operations) actually available in such taxable period (or portion thereof) were taken into account, (iii) any and all Carrybacks of tax attributes of any New Viacom Entity arising after the Separation Date actually available in such taxable period (or portion thereof) were taken into account, (iv) solely for purposes of applying Section 2.5(c) to a New Viacom Carryback, taking into account any CBS Carryback arising in earlier taxable periods, (v) any tax attribute generated in the same taxable period (or portion thereof) but not absorbed in the computation of the CBS Business Tax for the same taxable period (or portion thereof) were taken into account, and (vi) items relating to the issues described in the Schedule resulting from a Resolution of such issues were taken into account in the percentages allocated to New Viacom therein.  For the avoidance of doubt, for purposes of this definition, the definition of CBS Business Tax and the calculations relating thereto, the same carryforward or carryback tax attribute may be used in computing the CBS Business Tax and the New Viacom Business Tax.

 

“New Viacom Carryback” means a Carryback with respect to a net operating loss, a net capital loss or any other tax attribute incurred by New Viacom after the Separation Date.

 

“New Viacom Discontinued Operations” means any terminated, divested or discontinued business the assets and liabilities of which are allocated to New Viacom pursuant to the Separation Agreement and not included in the New Viacom Business.

 

“New Viacom Entities” or the “New Viacom Group” means, collectively, New Viacom and the New Viacom Subsidiaries; “New Viacom Entity” means New Viacom or any New Viacom Subsidiary.

 

“New Viacom Estimated Tax Payments” means, with respect to any taxable period (or portion thereof) ending on or before the Separation Date, the sum of (i) the total amount of estimated payments made on or prior to the Separation Date multiplied by the New Viacom Original Tax Percentage and (ii) the total amount for which New Viacom is responsible and paid to CBS pursuant to Section 2.3(b)(i) with respect to estimated payments made after the Separation Date.

 

“New Viacom Original Tax Percentage” means a percentage equal to the New Viacom Adjusted Tax Liability for any taxable period (or portion thereof) ending on or before the Separation Date divided by the Old Viacom Tax Liability for such taxable period, as the amount of those liabilities were determined based on the original federal consolidated Income Tax Return actually filed for such taxable period, provided, however, that, for purposes of this definition, (i) the New Viacom Adjusted Tax Liability will be calculated without taking into account any contribution made in December 2005 or later to a qualified benefit plan that is allocated to New Viacom pursuant to the

 

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Separation Agreement and (ii) the Old Viacom Tax Liability will be calculated without taking into account any contribution made in December 2005 or later to a qualified benefit plan that is allocated to CBS or New Viacom, as the case may be, pursuant to the Separation Agreement.  For the avoidance of doubt, adjustments made to the New Viacom Adjusted Tax Liability or to the Old Viacom Tax Liability after such original filing (or such finalization) shall not, for purposes of this Agreement, change the New Viacom Original Tax Percentage.

 

“New Viacom Tax Packages” means, collectively, all Tax Packages for a particular taxable period (or portion thereof) with respect to the New Viacom Business and the New Viacom Discontinued Operations.  A “New Viacom Tax Package” means a Tax Package with respect to a part of the New Viacom Business and/or the New Viacom Discontinued Operations.

 

“Non-Settling Party” has the meaning set forth in Section 3.2(b).

 

“Old Viacom Group” means the affiliated group of corporations (within the meaning of Section 1504 of the Code) of which the common parent is Viacom for taxable periods (or portions thereof) ending on or before the Separation Date.

 

“Old Viacom Return” means the U.S. federal consolidated income Tax Return for the Old Viacom Group for any taxable period ending on or prior to December 31, 2005.

 

“Old Viacom Tax Liability” means, with respect to any taxable period (or portion thereof) ending on or before the Separation Date, the federal Income Tax liability of the Old Viacom Group.

 

“Overriding Party” has the meaning set forth in Section 3.2(a).

 

“Payment” has the meaning set forth in Section 5.3.

 

“Person” has the meaning set forth in the Separation Agreement.

 

“Post-Separation Date Interest” has the meaning set forth in the Separation Agreement.

 

“Pre-Separation Liability” has the meaning set forth in the Separation Agreement.

 

“Pre-Separation Period” means any taxable period (or portion thereof) ending on or before the Separation Date.

 

“Providing Party” has the meaning set forth in Section 8.4(a).

 

“Records” has the meaning set forth in the Separation Agreement.

 

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“Refund” means, with respect to any Person, any refund of Income Taxes including any reduction of Income Tax liabilities by means of a credit, offset or otherwise, but excluding any interest payable by the appropriate taxing authority.

 

“Related Party” has the meaning set forth in Section 8.4(a).

 

“Representative” has the meaning set forth in the Separation Agreement.

 

“Requesting Party” has the meaning set forth in Section 8.4(a).

 

“Section 3.2 Settlement Amount” has the meaning set forth in Section 3.2(d).

 

“Separation Agreement” means the Separation Agreement by and between Viacom and New Viacom, dated as of December 19, 2005, and thereafter as amended.

 

“Separation Transactions” has the meaning set forth in the Recitals.

 

“Settling Party” has the meaning set forth in Section 3.2(d).

 

“Special Committee” means a committee whose members are the chair of the audit committee of CBS and the chair of the audit committee of New Viacom.

 

“Spin-Off Disqualification” means the failure of any of the transactions taken in connection with the Separation Transactions from qualifying for tax-free treatment, where tax-free treatment was intended by the parties as reflected in the IRS Private Letter Ruling.

 

“Tax Basis” has the meaning set forth in Section 5.3.

 

“Tax Contest” has the meaning set forth in Section 3.1.

 

“Tax Opinion” means the opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP to Old Viacom, dated December 30, 2005, addressing the federal income tax treatment of certain components of the Separation Transactions.

 

“Tax Package” means all of the information necessary to prepare a Tax Return for a particular taxable period (or portion thereof) with respect to an activity or operation conducted by Old Viacom or any direct or indirect Subsidiary of Old Viacom.

 

“Tax Return” means any returns, reports, declarations, elections, notices, designations, filings, statements, forms, and information returns and reports filed or required to be filed with any taxing authority in respect of Taxes, including any schedules thereto.

 

“Transfer Taxes” shall mean any Taxes (other than Income Taxes and Capital Taxes) that the parties have agreed to share under the Separation Agreement.

 

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Section 1.2                                      Additional Definitions.  Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Separation Agreement.

 

ARTICLE II

TAX RETURN FILINGS

 

Section 2.1                                      Filing of Federal Consolidated Tax Returns.  New Viacom and CBS shall cause the New Viacom Entities and the CBS Entities to be included in the Old Viacom Group through the Separation Date to the extent permitted under federal Income Tax Law.

 

Section 2.2                                      Allocation of Responsibility for Federal Income Taxes for Pre-Separation Periods.  With respect to the Old Viacom Tax Liability for each Pre-Separation Period, (i) New Viacom will be responsible for the portion equal to New Viacom Adjusted Tax Liability for such taxable period and (ii) CBS will be responsible for the portion equal to the CBS Adjusted Tax Liability for such taxable period.

 

Section 2.3                                      The 2005 Federal Consolidated Income Tax Return.

 

(a)                                  Preparation and Filing of the 2005 Federal Consolidated Income Tax Return.

 

(i)                                     New Viacom shall provide CBS, no later than April 30, 2006, with the New Viacom Tax Packages with respect to the 2005 calendar year in a CorpTax format currently in use by the existing tax department.  CBS shall prepare the CBS Tax Packages with respect to the same taxable year.  New Viacom and CBS shall (1) cooperate with each other in preparing Tax Packages for entities that conduct part of the New Viacom Business or the New Viacom Discontinued Operations on the one hand and part of the CBS Business or the CBS Discontinued Operations on the other hand, and (2) jointly prepare Tax Packages with respect to assets, liabilities, activities or operations that do not constitute part of the New Viacom Business, the New Viacom Discontinued Operations, the CBS Business, or the CBS Discontinued Operations.  The Tax Packages for the 2005 calendar year shall be prepared on a basis consistent with Current Practices.  New Viacom shall also promptly provide CBS with any information reasonably requested to prepare the 2005 Consolidated Tax Return and to determine estimated Income Tax payments, current and deferred Income Tax liabilities, and Income Tax reserve items.

 

(ii)                                  CBS shall have primary responsibility for preparing the 2005 Consolidated Tax Return (including requests for extensions thereof).  CBS shall

 

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prepare such Tax Return in a manner consistent with Current Practices and shall report on such Tax Return the information and positions properly contained in the Tax Packages except to the extent CBS determines that a deviation is appropriate as a result of (i) consolidating the various Tax Packages or (ii) information or a position contained in a New Viacom Tax Package being inconsistent with information or a position contained in a CBS Tax Package (a “Deviation”).  CBS shall deliver to New Viacom for its review a final draft of the 2005 Consolidated Tax Return at least thirty (30) days prior to the date (with extensions) such Tax Return is required to be filed.  If New Viacom believes that such Tax Return is inconsistent with the second preceding sentence or contains a Deviation with which it disagrees, New Viacom may provide CBS comments to that effect no later than fifteen (15) days after receipt of the draft Tax Return and such comments shall specify which positions in such draft, if any, New Viacom believes are inconsistent with the principles contained in the second preceding sentence and with which Deviations it disagrees (“Disputes”).  Disputes that are not promptly resolved shall be resolved by an arbitrator in accordance with Article VII.  CBS shall timely file such Tax Return, as modified to reflect the resolution of any Dispute.  If any Dispute remains unresolved seven (7) days before the due date (with extensions) for filing such Tax Return (regardless of whether the Dispute has been submitted to an arbitrator), such Dispute shall be submitted to the Special Committee, which shall decide how, for purposes of filing such Tax Return, the items that are the subject of the Dispute will be reported o