FORM OF TAX SHARING AND INDEMNIFICATION AGREEMENT PREAMBLE

Exhibit 10.2

FORM OF

TAX SHARING AND INDEMNIFICATION AGREEMENT

PREAMBLE

This Tax Sharing and Indemnification Agreement (this " Agreement "), dated as of [ • ] , ¹ is made and entered into by and among The Walt Disney Company, a Delaware corporation (" TWDC "), ABC Chicago FM Radio, Inc., a Delaware corporation (" Spinco "), and Citadel Broadcasting Corporation, a Delaware corporation (" Citadel ") (each a " Party " and, collectively, the " Parties ").

RECITALS

WHEREAS, (a) TWDC and Spinco have entered into a Separation Agreement, dated as of February 6, 2006 (the " Separation Agreement "), pursuant to which TWDC will (i) engage in the Restructuring (as defined below) and (ii) distribute to holders of TWDC Common Stock (not including shares of TWDC Common Stock held in the treasury of TWDC) all of the outstanding shares of Spinco Common Stock either, at TWDC’s sole discretion, through (x) a pro rata distribution of Spinco Common Stock in a spin-off, (y) an exchange of Spinco Common Stock for TWDC Common Stock in a split-off, or (z) a combination thereof (the " Public Distribution " and, together with the Restructuring, the " Separation ") and (b) the Parties have entered into an Agreement and Plan of Merger, dated as of February 6, 2006 (the " Merger Agreement "), by and among TWDC, Spinco, Citadel and a wholly-owned subsidiary of Citadel (" Merger Sub "), pursuant to which, Merger Sub will merge with and into Spinco in accordance with applicable Law, whereupon the separate corporate existence of Merger Sub shall cease and

Spinco shall be the surviving corporation ² (the " Merger ," and together with the Separation, the " Transaction ");

WHEREAS, in order to consummate the Public Distribution and the Merger, it is necessary and desirable to effectuate the Restructuring;

WHEREAS, it is the intention of the Parties that, for Federal Income Tax purposes, (a) the transactions undertaken in connection with the Restructuring will qualify as tax-free transactions under Sections 332, 351, 355, 361, 368 and other applicable provisions of the Code, (b) the Public Distribution will qualify as a tax-free transaction under Section 355 of the Code, and (c) the Merger will qualify as a "reorganization" within the meaning of Section 368(a) of the Code;

WHEREAS, TWDC and Spinco have received a private letter ruling from the Internal Revenue Service (" IRS ") setting forth certain Federal Income Tax consequences of the Transaction and one or more opinions from Dewey Ballantine LLP (the " DB Opinion ") setting forth certain Federal Income Tax consequences of the Transaction;

WHEREAS, TWDC and Spinco have received an opinion of Dewey Ballantine LLP, and Citadel has received an opinion of Kirkland & Ellis LLP, setting forth certain Federal Income Tax consequences of the Merger (together, the " Merger Tax Opinions "); and

WHEREAS, the Parties wish to (a) provide for the payment of Tax liabilities and entitlement to refunds thereof, (b) allocate responsibility for and provide for cooperation in the filing of Tax Returns, (c) provide for certain other matters relating to Taxes, and (d) set forth

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certain covenants and indemnities relating to the preservation of the tax-free status of the Transaction, as described in the Letter Ruling (as defined below) and the DB Opinion;

NOW, THEREFORE, in consideration of their mutual promises, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND CONSTRUCTION

Section 1.01 Certain Definitions . As used in this Agreement, the following terms shall have the following meanings:

• " Affiliate " means, with respect to a specified Person, (i) a Subsidiary and (ii) any "controlling shareholder" or member of a "coordinating group" that constitutes a controlling shareholder, in each case within the meaning of Treasury Regulations Section 1.355-7(h). For the avoidance of doubt, (i) Farid Suleman, Forstmann Little & Co. Equity Partnership-VI, L.P., Forstmann Little & Co. Equity Partnership-VII, L.P., Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-VII, L.P., and Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership-VIII, L.P. shall be considered Affiliates of Citadel, and (ii) upon and after consummation of the Merger, Citadel and its Affiliates shall be Affiliates of Spinco.

  " Agreement " has the meaning set forth in the Preamble hereof.

  " Ancillary Agreements " has the meaning set forth in the Merger Agreement, but excluding any agreements referenced in clause "(n)" in such definition.

  " Benefited Party " has the meaning set forth in Section 3.04 of this Agreement.

  " Citadel " has the meaning set forth in the Preamble to this Agreement.

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• " Citadel Indemnified Parties " has the meaning set forth in Section 6.02 of this Agreement.

  " Citadel Indemnifying Parties " has the meaning set forth in Section 6.01(b) of this Agreement.

  " Citadel Tainting Act " has the meaning set forth in Section 6.01(a) of this Agreement.

  " Closing Date " has the meaning set forth in the Merger Agreement.

  " Code " means the United States Internal Revenue Code of 1986, as amended, or any successor thereto, as in effect for the taxable period in question.

  " Company Convertible Notes " has the meaning set forth in the Merger Agreement.

  " Company Option " has the meaning set forth in the Merger Agreement.

  " Contributing Tainting Act " has the meaning set forth in Section 6.04 of this Agreement.

  " DB Opinion " has the meaning set forth in the Recitals to this Agreement.

  " Detrimented Party " has the meaning set forth in Section 3.04 of this Agreement.

  " Distribution Date " means the date of this Agreement.

  " Distribution Disqualification " means the failure of the Public Distribution to qualify as a nonrecognition transaction to TWDC and its stockholders under Sections 355(a) and (e) of the Code.

  " Distribution Tainting Act " means any action, or any failure to take a Required Action (including, in either case, entering into any agreement, understanding or arrangement or any substantial negotiations with respect to any action or any failure to take a Required Action)

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• by (a) Citadel or any of its Affiliates (but not including the Spinco Group for actions taken, or failures to take Required Actions, prior to the Merger) or (b) after the Merger, Spinco or any of its Affiliates, that causes a Distribution Disqualification to occur; provided , however , that the term "Distribution Tainting Act" shall not include any of the following actions (unless, in the case of any action or any failure to take a Required Action on the part of Citadel or any of its Affiliates (including, after the Merger, the Spinco Group) described in clauses (iv), (vi) and (vii) below, at the time of such action, Citadel or any of its Affiliates (including, after the Merger, the Spinco Group) has actual knowledge that such action or failure to take a Required Action could cause a Distribution Disqualification, provided , that in the case of an action or failure to take a Required Action for which TWDC has received a favorable Letter Ruling or Citadel has received TWDC Approval as described in (vi) or (vii) below, the provision contained in this parenthetical shall apply only to the extent such knowledge is based on information not known to the Parties at the time such Letter Ruling or TWDC Approval was received): (i) for the avoidance of doubt, any action taken by Spinco or any of its Affiliates prior to the Merger, (ii) any action that is required to be taken by Citadel or Spinco pursuant to the Transaction Agreements, (iii) any action taken at the written request of TWDC to mitigate the adverse effects on the tax-free status of the Transaction of a breach by TWDC, Spinco or any of their Affiliates, occurring prior to the Merger, of a representation, warranty or covenant contained in the Transaction Agreements or any representation made in connection with the Letter Ruling or DB Opinion, regardless of whether such breach or its effects continues after the Public Distribution, (iv) any conversion of a convertible bond, vesting of restricted stock or a restricted stock unit of Citadel or exercise of a Company Option, in each case to the extent taken into account in calculating the number of Company Diluted Shares Outstanding, or any exercise of a TWDC Converted Option, (v) any

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• action or failure to take a Required Action, to the extent there has been a Final Determination that a previous TWDC Action has already caused a Distribution Disqualification, (vi) any action expressly permitted (when taken together with all prior Letter Rulings, the DB Opinion and any Opinions of Counsel) by a valid Letter Ruling on which TWDC is entitled to rely, provided that for the avoidance of doubt, TWDC will not be considered to be entitled to rely on any Letter Ruling if it is based on any misrepresentation or material misstatement or omission of fact by Citadel or any of its Affiliates, (vii) any action for which Spinco or Citadel has received TWDC Approval and (viii) any conversion of the Company Convertible Notes, to the extent that TWDC has made the election provided in clause (c) of the definition of Company Diluted Shares Outstanding in the Merger Agreement. ³

  " Federal Income Tax " means any Tax imposed under Subtitle A of the Code (including the Taxes imposed by Sections 11, 55, 59A, 1201(a) and 1502 of the Code and the Treasury Regulations promulgated thereunder), and any other income-based United States federal Tax that is hereinafter imposed, plus any interest, additions to Tax or penalties applicable or related thereto.

  " Final Determination " means the final resolution of liability for any Tax for a taxable period by: (i) IRS Form 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the IRS, or a comparable form under the laws of other jurisdictions, on the date of acceptance by or on behalf of the Taxing Authority of such jurisdiction, except that an IRS Form 870-AD or comparable form that reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund and/or the right

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• of the IRS or other Taxing Authority to assert a further deficiency with respect to the Tax liability for any such taxable period shall not constitute a Final Determination; (ii) a decision, judgment, decree or other order by a court of competent jurisdiction, on the date on which it becomes final and unappealable; (iii) a closing agreement as to final determination of liability on IRS Form 866 (or any successor form thereto) or offer in compromise with respect to the Tax liability for any such taxable period under Section 7121 or 7122 of the Code, on the date of acceptance by or on behalf of the IRS, or by comparable agreements under the laws of other jurisdictions, on the date of acceptance by or on behalf of the Taxing Authority of such jurisdiction, except that a closing agreement or offer in compromise or comparable agreement that reserves (whether by its terms, stipulations or operation of law) the right of the taxpayer to file a claim for refund and/or the right of the IRS or other Taxing Authority to assert a further deficiency with respect to the Tax liability for any such taxable period shall not constitute a Final Determination; or (iv) any other final disposition with respect to the Tax liability for any such taxable period, including by reason of the expiration of the applicable statute of limitations.

  " IRS " has the meaning set forth in the Recitals of this Agreement.

  " Indemnified Party " means any Party that receives any payment or indemnity required by Article VI of this Agreement.

  " Indemnifying Party " means any Party that makes any payment or indemnity required by Article VI of this Agreement.

  " Letter Ruling " means the Original Letter Ruling and any supplemental or additional private letter rulings obtained with the advance written consent of TWDC that may be issued by the IRS to any Party with respect to the Transaction or any part thereof.

  " Liability Issue " has the meaning set forth in Section 7.01(b) of this Agreement.

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• " Merger " has the meaning set forth in the Recitals of this Agreement.

  " Merger Agreement " has the meaning set forth in the Recitals of this Agreement.

  " Merger Sub " has the meaning set forth in the Recitals of this Agreement.

  " Merger Tax Opinions " has the meaning set forth in the Recitals of this Agreement.

  " Notifying Party " has the meaning set forth in Section 7.01(b) of this Agreement.

  " Opinion of Counsel " means an unqualified "will" opinion of Dewey Ballantine LLP that is in form and substance reasonably satisfactory to TWDC.

  " Option " has the meaning contained in Treasury Regulations Section 1.355-7(e)(3).

  " Original Letter Ruling " means the private letter ruling dated [•] issued by the IRS to TWDC and Spinco, setting forth certain Federal Income Tax consequences of the Transaction.

  " Original Ruling Request " means the ruling request submissions (together with all exhibits and appendices thereto) submitted to the IRS on behalf of TWDC and Spinco pursuant to which the Original Letter Ruling was issued.

  " Party " and " Parties " have the meaning set forth in the Preamble of this Agreement.

  " Person " means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or other entity (regardless of whether such entity is disregarded as an entity for Federal Income Tax purposes).

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• " Plan Shares " means shares of Spinco or Citadel (as a successor to or acquiror of Spinco) to be treated as acquired pursuant to a "plan" for purposes of Section 355(e) of the Code and Treasury Regulations Section 1.355-7.

  " Post-Distribution Period " means a taxable period that begins after the Distribution Date, and, in the case of any Straddle Period, that part of the Straddle Period that begins at the beginning of the day after the Distribution Date.

  " Pre-Distribution Period " means a taxable period that ends on or before the Distribution Date, and, in the case of any Straddle Period, that part of the Straddle Period through the close of the Distribution Date.

  " Public Distribution " has the meaning set forth in the Recitals of this Agreement.

  " Representative " means, with respect to any Person, any of such Person’s directors, officers, employees, agents, consultants, advisors, accountants, attorneys and representatives.

  " Required Action " means (i) any action that is required of Citadel or any of its Affiliates under this Agreement or under any Transaction Agreement, or (ii) any action that is required of Citadel, Spinco or their respective Affiliates so as not to cause any statement, representation or covenant made with respect to Citadel, Spinco or their respective Affiliates in connection with any Letter Ruling, DB Opinion or Opinion of Counsel to be untrue, breached or violated (but, in the case of (ii), only to the extent such statements, representations or covenants made in connection with a Letter Ruling or Opinion of Counsel obtained after the date hereof were approved by Citadel, which approval shall not to be unreasonably withheld, conditioned or delayed).

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• " Restricted Period " means the portion of the Distribution Date following the Public Distribution and the two-year period following the Distribution Date.

  " Restructuring " has the meaning set forth in the Separation Agreement.

  " Restructuring Disqualification " means the failure of any of the transactions undertaken in connection with the Restructuring to qualify as a nonrecognition transaction under Section 332, 351, 355, 361 or 368 of the Code, as applicable, as specified in the Letter Ruling and/or the DB Opinion. For purposes of this definition, a transaction that may qualify as a nonrecognition transaction under both Section 332 and Section 368 of the Code and with respect which the IRS does not specify the Code section under which it grants nonrecognition treatment shall be treated as a transaction qualifying under both Section 332 and Section 368 of the Code.

  " Restructuring Tainting Act " means any action, or any failure to take a Required Action (including, in either case, entering into any agreement, understanding or arrangement or any substantial negotiations with respect to any action, or any failure to take a Required Action), by (a) Citadel or any of its Affiliates (but not including the Spinco Group for actions taken or failures to take Required Actions prior to the Merger) or (b) after the Merger, Spinco or any of its Affiliates, that causes a Restructuring Disqualification to occur; provided , however , that the term "Restructuring Tainting Act" shall not include any of the following actions (unless, in the case of any action or any failure to take a Required Action on the part of Citadel or any of its Affiliates (including, after the Merger, the Spinco Group) described in clauses (iv), (vi), (vii), (viii), (ix), (x) and (xi) below, at the time of such action, Citadel or any of its Affiliates (including, after the Merger, the Spinco Group) has actual knowledge that such action or failure to take a Required Action could cause a Restructuring Disqualification, provided , that in the case of an action or failure to take a Required Action for which TWDC has received a favorable

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• Letter Ruling or Citadel has received TWDC Approval as described in (vi) or (vii) below, the provision contained in this parenthetical shall apply only to the extent such knowledge is based on information not known to the Parties at the time such Letter Ruling or TWDC Approval was received): (i) for the avoidance of doubt, any action taken by Spinco or any of its Affiliates prior to the Merger, (ii) any action that is required to be taken by Citadel or Spinco pursuant to the Transaction Agreements, (iii) any action taken at the written request of TWDC to mitigate the adverse effects on the tax-free status of the Transaction of a breach by TWDC, Spinco or any of their Affiliates, occurring prior to the Merger, of a representation, warranty or covenant contained in the Transaction Agreements or any representation made in connection with the Letter Ruling or DB Opinion, regardless of whether such breach or its effects continues after the Public Distribution, (iv) any conversion of a convertible bond, vesting of restricted stock or a restricted stock unit of Citadel or exercise of a Company Option, in each case to the extent taken into account in calculating the number of Company Diluted Shares Outstanding, or any exercise of a TWDC Converted Option, (v) any action or failure to take a Required Action, to the extent there has been a Final Determination that a previous TWDC Action has already caused a Restructuring Disqualification with respect to the same aspect of the Restructuring, (vi) any action expressly permitted (when taken together with all prior Letter Rulings, the DB Opinion and any Opinions of Counsel) by a valid Letter Ruling on which TWDC is entitled to rely, provided that for the avoidance of doubt, TWDC will not be considered to be entitled to rely on any Letter Ruling if it is based on any misrepresentation or material misstatement or omission of fact by Citadel or any of its Affiliates, (vii) any action for which Spinco or Citadel has received TWDC Approval, (viii) actions, other than any action either during or after the Restricted Period that would be prohibited under Section 4.04(b), (c) or (d) of this Agreement if taken during the

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• Restricted Period, taken in the ordinary course of operating a radio station or radio network, so long as Citadel and its Subsidiaries continue to engage in the business of operating radio stations and radio networks and continue to use a significant portion of Spinco’s assets in that business (within the meaning of Treasury Regulations Section 1.368-1(d)), which actions include programming changes (including changes in format), adoption and change of call signs, contracts and other relationships with talent, sales, employment and labor matters, including non-equity employee benefits, capital expenditures, and ordinary-course acquisitions and dispositions of assets for cash, (ix) acquisitions for cash or debt, (x) ordinary ( i.e. , non-equity-linked and not part of an investment unit) "straight" debt financing and refinancing (as described in Section 1361 of the Code, but without regard to the identity of the borrower or the lender), (xi) actions, other than any action either during or after the Restricted Period that would be prohibited under Section 4.04(b), (c) or (d) of this Agreement if taken during the Restricted Period, taken by any Party or its Subsidiaries specifically required under any Ancillary Agreement, the termination or renegotiation of any Ancillary Agreement or any other actions taken by Citadel or its Subsidiaries to replace the subject matter of any Ancillary Agreement and (xii) any conversion of the Company Convertible Notes, to the extent that TWDC has made the election provided in clause (c) of the definition of Company Diluted Shares Outstanding in the Merger Agreement. ⁴

  " Ruling Request " means the Original Ruling Request, any supplemental submission relating thereto and any supplemental letter ruling requests submitted to the IRS, pursuant to which any Letter Ruling is issued.

  " Separation " has the meaning set forth in the Recitals of this Agreement.

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• " Separation Agreement " has the meaning set forth in the Recitals of this Agreement.

  " Specified Restructuring Business " means (i) Spinco’s radio network business of producing and distributing radio programming and (ii) the businesses of the following radio stations: WZZN(FM), KQRS-FM, KXXR(FM), WGVX/WGVY/WGVZ(FM), WMAL(AM), WJZW(FM), KGO(AM), KSFO(AM), KABC(AM), KLOS(FM), KSCS(FM), KTYS(FM), WABC(AM), WBAP(AM), WDRQ(FM), WDVD(FM), WJR(AM), WKHX(FM), WLS(AM), WPLJ(FM), WRQX(FM), and WYAY(FM). ⁵

  " Specified Restructuring Entity " means, as to a Specified Restructuring Business, the Subsidiary of Spinco that holds and conducts that business at the time of the Public Distribution.

  " Spinco " has the meaning set forth in the Preamble of this Agreement.

  " Spinco Common Stock " has the meaning set forth in the Separation Agreement.

  " Spinco Group " means Spinco and all entities that are Subsidiaries of Spinco immediately after the Public Distribution and prior to the Merger.

  " Spinco Return " has the meaning set forth in Section 2.02(b) of this Agreement.

  " Straddle Period " means a taxable period that begins on or before and ends after the Distribution Date.

  " Subsidiary " has the meaning set forth in the Merger Agreement.

  " Tax " has the meaning set forth in the Merger Agreement.

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• " Tax Benefit " means an amount by which the Tax liability of a Party is reduced (including by deduction, reduction of income by virtue of increased Tax basis or otherwise, or entitlement to a Tax refund, credit or otherwise).

  " Tax Controversy " has the meaning set forth in Section 7.02(a) of this Agreement.

  " Tax Detriment " means an amount by which the Tax liability of a Party is increased (including decreases in Tax refunds and credits).

  " Tax Item " means any item of income, gain, loss, deduction, credit, recapture of credit or any other item that may have the effect of increasing or decreasing Taxes paid or payable.

  " Tax Return " means any return, report, declaration, form, claim for refund, information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

  " Taxing Authority " means any national, municipal, governmental, administrative, judicial, state, federal, foreign or other body that imposes or administers the imposition of any Tax.

  " Transaction " has the meaning set forth in the Recitals to this Agreement.

  " Transaction Agreements " mean the Merger Agreement, the Separation Agreement and the other agreements entered into in conjunction therewith, excluding any Ancillary Agreements referenced in clause "(n)" in the definition thereof.

  " Treasury Regulations " means the regulations promulgated under the Code, and any successor provisions thereof, as in effect for the relevant taxable period.

  " TWDC " has the meaning set forth in the Preamble of this Agreement.

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• " TWDC Action " means: (i) any action by TWDC or any of its Affiliates with respect to the stock or assets of TWDC or any of its Subsidiaries (other than the members of the Spinco Group), provided however, that a transaction with respect to the stock of TWDC involving Citadel or any of its Affiliates shall not constitute a TWDC Action; (ii) any failure of TWDC or any of its Subsidiaries (other than the members of the Spinco Group) to maintain its status as a company engaged in the conduct of an active trade or business (within the meaning of Section 355(b) of the Code); (iii) the failure of any representation made by TWDC in connection with any Letter Ruling, the DB Opinion or any subsequent ruling or opinion regarding the Transaction, with respect to TWDC or any of its Subsidiaries (other than the members of the Spinco Group) or the plans, proposals, intentions and policies of TWDC or any of its Subsidiaries (other than the members of the Spinco Group) to be true and correct; or (iv) the failure by TWDC or any of its Subsidiaries (other than the members of the Spinco Group) to comply with any covenant made by TWDC in connection with any Letter Ruling, the DB Opinion or any subsequent ruling or opinion regarding the Transaction; provided , however , that in the case of (i), (iii) and (iv), above, the term "TWDC Action" shall not include any action that causes shares of Spinco or Citadel (as a successor to or acquiror of Spinco) to be treated as Plan Shares, to the extent the number of such Plan Shares is less than or equal to [•] shares as of the date hereof (it being understood that to the extent what would otherwise constitute a TWDC Action results in Plan Shares in excess of [•], such action shall constitute a TWDC Action only to the extent of the Plan Shares in excess of [•]). ⁶

  " TWDC Adverse Impact " has the meaning set forth in the Merger Agreement.

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• " TWDC Approval " means the advance written consent of TWDC, which consent shall be granted or withheld in the reasonable discretion of TWDC, such discretion to be exercised in good faith solely to preserve the tax-free status of the Transaction; provided that TWDC shall be deemed to have reasonably withheld its consent if (i) it is unable to obtain an Opinion of Counsel or a Letter Ruling confirming the preservation of the tax-free status of the Transaction or (ii) such Opinion of Counsel or Letter Ruling would require representations that would reasonably be expected to result in, in the aggregate, a TWDC Adverse Impact, or shifts the burden of representations made in connection with prior Letter Rulings, DB Opinions or Opinions of Counsel to TWDC or any of its Affiliates in a way that TWDC determines in good faith is burdensome to TWDC or any of its Affiliates; provided further that TWDC may refuse to request or to allow the filing of a request for such a Letter Ruling if TWDC determines in good faith that (y) the filing relates to or impacts Pre-Distribution Periods, other than with respect to the Transaction itself or (z) filing such request might have a more than a de minimis adverse effect upon the intended tax consequences of the Transaction. The fact that TWDC’s refusal to provide TWDC Approval results in a benefit to TWDC and its Affiliates in addition to the preservation of the tax-free status of the Transaction shall not, in and of itself, constitute a breach of the standard described in the immediately preceding sentence. TWDC agrees to use its reasonable best efforts to respond to a request for TWDC Approval within 30 days of the receipt of a written request for such consent.

  " TWDC Common Stock " has the meaning set forth in the Separation Agreement.

  " TWDC Converted Option " has the meaning set forth in the Merger Agreement.

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• " TWDC Group " means, with respect to any taxable period or portion thereof, TWDC and its Affiliates (including, for all Pre-Distribution Periods, the members of the Spinco Group).

  " TWDC Indemnified Parties " has the meaning set forth in Section 6.01(b) of this Agreement.

  " TWDC Return " has the meaning set forth in Section 2.02(a) of this Agreement.

Section 1.02 Interpretation and Construction of this Agreement . (a) The definitions in Section 1.01, above, shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine or neuter form. The words "include," "includes" and "including" wh