TAX SHARING AGREEMENT
TAX SHARING AGREEMENT (the "Agreement") entered into as of April
19, 2001 by and among M&F WORLDWIDE CORP., a Delaware corporation
("Parent"), PANAVISION INC., a Delaware corporation ("Panavision"), the
Subsidiaries (as hereinafter defined) of Panavision that are signatories
hereto and any entities that become parties hereto pursuant to Paragraph 19
hereof. Parent and its Subsidiaries are hereinafter sometimes referred to
as the "Parent Group" and Panavision and its Subsidiaries are hereinafter
sometimes referred to as the "Panavision Group."
WHEREAS, Panavision is an indirect Subsidiary of Parent;
WHEREAS, Parent and the Panavision Group desire, to the extent
permitted by the Internal Revenue Code of 1986, as amended (the "Code"),
and the regulations promulgated thereunder (the "Treasury Regulations"),
that the Panavision Group be included in the filing of consolidated federal
income tax returns on behalf of the Parent Group;
WHEREAS, Parent and the Panavision Group desire that the
Panavision Group participate, to the extent permitted by applicable state
or local law, in combined state or local income tax returns (which shall be
deemed for all purposes of this Agreement to include any consolidated state
or local tax return) if so requested by Parent or any Subsidiary of Parent
(other than Panavision or any Subsidiary of Panavision);
WHEREAS, Parent and the Panavision Group wish to allocate and
settle among themselves in an equitable manner the consolidated federal and
combined state or local income tax liability of the Panavision Group for
Taxable Periods governed by this Agreement; and
WHEREAS, the Panavision Group desires to be indemnified by Parent
with respect to certain tax liabilities, and Parent is willing to so
indemnify the Panavision Group.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parities agree as follows:
1. Definitions.
For purposes of this Agreement. the following terms shall be
defined as follows:
(a) "Taxable Period" shall mean any taxable year or portion
thereof ending after the date hereof during which Panavision is a
Subsidiary of Parent, and with respect to which a consolidated federal
income tax return that includes Panavision is properly filed on behalf of
the Parent Group or (in the case of any combined state or local return) any
such taxable year or portion thereof with respect to which a combined state
or local income tax return is filed by Parent or any Subsidiary of Parent
(other than Panavision or any subsidiary of Panavision) that includes
Panavison or any subsidiary of Panavision.
(b) "Panavision Group's Federal Taxable Income" for a Taxable
Period shall mean the federal taxable income (including, for all purposes
of this Agreement, alternative minimum taxable income) for such Taxable
period that the Panavision Group would have reported if it had not been
included in the consolidated federal income tax return filed for the Parent
Group with respect to such Taxable Period but instead had filed its own
consolidated return for such Taxable Period; provided, however, that in
computing such taxable income, the Panavision Group shall not take into
account any amounts paid or payable by Panavision to Parent under
Paragraphs 2 or 5 hereof with respect to federal taxes or by Parent to
Panavision under Paragraphs 2, 5 or 7 hereof with respect to federal taxes.
In computing such taxable income, the Panavision Group shall be entitled to
take into account deductions and credits attributable to the carryover or
carryback of any losses or credits of Panavision or any Subsidiary of
Panavision, but only to the extent that such losses or credits arose in a
Taxable Period and after taking into account any limitations on the use of
such losses and credits imposed pursuant to Sections 172, 382, 383, 384,
904 or 1212 of the Code or by Treasury Regulations Sections 1.1502-15,
1.1502-15A, 1.1502-15T, 1.1502-20, 1.1502-21, 1.1502-21A, 1.1502-21T,
1.1015-22, 1.1502-22A, 1.1502-22T, 1.1502-91, 1.1502-91A, 1.1502-92,
1.1502-92A, 1.1502-93, 1.1502-93A, 1.1502-94, 1.1502-94A or 1.1502-95.
(c) "Panavision Group's Federal Tax" for a Taxable Period shall
mean the federal income tax liability or, if applicable, the federal
alternative minimum tax liability for such Taxable Period that the
Panavision Group would have incurred if it had not been included in the
consolidated federal income tax return filed for the Parent Group with
respect to such Taxable Period, but had instead filed its own consolidated
return for such Taxable Period; provided that in computing such tax
liability for any Taxable Period, the Panavision Group shall not take into
account any amounts paid or payable by Panavision to Parent under
Paragraphs 2 or 5 hereof with respect to federal taxes or by Parent to
Panavision under Paragraphs 2, 5 or 7 hereof with respect to federal taxes.
In computing such tax liability, the Panavision Group shall be entitled to
take into account deductions and credits attributable to the carryover or
carryback of any losses or credits of Panavision or any Subsidiary of
Panavision, but only to the extent that such losses or credits arose in a
Taxable Period and after taking into account any limitations on the use of
such losses and credits imposed pursuant to Sections 172, 382, 383, 384,
904 or 1212 of the Code or by Treasury Regulations Sections 1.1502-15,
1.1502-15A, 1.1502-15T, 1.1502-20, 1.1502-21, 1.1502-21A, 1.1502-21T,
1.1015-22, 1.1502-22A, 1.1502-22T, 1.1502-91, 1.1502-91A, 1.1502-92,
1.1502-92A, 1.1502-93, 1.1502-93A, 1.1502-94, 1.1502-94A or 1.1502-95. If
the computation of the Panavision Group's Federal Tax does not result in a
positive number, the Panavision Group's Federal Tax shall be deemed to be
zero.
(d) "Panavision Group's State and Local Taxable Income" shall mean
the state and local taxable income, computed in a manner consistent with
the computation of the Panavision Group's Federal Taxable Income, as
defined above, that Panavision and/or any of its Subsidiaries would have
reported with respect to each state or local taxing jurisdiction for any
Taxable Period for which Panavision and/or any Subsidiary of Panavision
participates, with Parent or any Subsidiary of Parent (other than
Panavision or any Subsidiary of Panavision), in the filing of a combined
state or local income tax return with such jurisdiction if Panavision
and/or any Subsidiary of Panavision had filed with each such jurisdiction a
separate return (in a case where only one member of the Panavision Group
joins in the filing of such combined return) or a combined return including
only those members of the Panavision Group actually joining in such
combined return (in a case where more than one member of the Panavision
Group joins in the filing of such combined return).
(e) "Panavision Group's State and Local Tax" shall mean the
aggregate state and local income tax, computed in a manner consistent with
the computation of the Panavision Group's Federal Tax, as defined above,
that Panavision and/or any of its Subsidiaries would have incurred with
respect to each relevant state and local taxing jurisdiction for any
Taxable Period for which Panavision and/or any Subsidiary of Panavision
participates with Parent or any Subsidiary of Parent (other than Panavision
or any Subsidiary of Panavision) in the filing of a combined state or local
income tax return with such jurisdiction if Panavision and/or any
Subsidiary of Panavision had filed with such jurisdiction a separate return
(in a case where only one member of the Panavision Group joins in the
filing of such combined return) or a combined return including only those
members of the Panavision Group actually joining in such combined return
(in a case where more than one member of the Panavision Group joins in the
filing of such combined return).
(f) "Estimated Tax Payments" shall mean for a Taxable Period the
aggregate payments by Panavision to Parent for such Taxable Period provided
in Paragraph 3.
(g) "Final Determination" shall mean a closing agreement with the
Internal Revenue Service or the relevant state or local taxing authorities,
an agreement contained on Internal Revenue Service Form 870-AD or other
comparable form, an agreement that constitutes a determination under
Section 1313(a)(4) of the Code, a claim for refund which has been allowed,
a deficiency notice with respect to which the period for filing a petition
with the Tax Court or the relevant state or local tribunal has expired or a
decision of any court of competent jurisdiction that is not subject to
appeal or as to which the time for appeal has expired.
(h) "Subsidiary" as to any entity (the parent corporation) shall
mean a corporation that would be an includible corporation that is a member
of an affiliated group of corporations of which the parent corporation
would be the common parent, all within the meaning attributable to such
terms in Section 1504 of the Code and Treasury Regulations thereunder.
2. Payments between Panavision and Parent.
(a) Panavision shall pay to Parent, for each Taxable Period, an
amount equal to the excess, if any, of the Panavision Group's Federal Tax
for such Taxable Period over the aggregate amount of the Estimated Tax
Payments actually made by Panavision to Parent with respect to federal
income taxes for such Taxable Period. If the aggregate amount of the
Estimated Tax Payments actually made to Parent with respect to federal
income taxes for such Taxable Period exceeds the Panavision Group's Federal
Tax for such Taxable Period, Parent shall pay to Panavision an amount equal
to such excess.
(b) For each Taxable Period with respect to which Panavision or
any Subsidiary of Panavision participates in the filing of any combined
state or local income tax return with Parent or any Subsidiary of Parent
(other than Panavision or any Subsidiary of Panavision), Panavision shall
pay to Parent an amount equal to the excess, if any, of the Panavision
Group's State and Local Tax for such Taxable Period over the aggregate
amount of the Estimated Tax Payments actually made by Panavision to Parent
with respect to such state or local income tax for such Taxable Period. If
the aggregate amount of the Estimated Tax Payments actually made to Parent
with respect to such state and local income tax for such Taxable Period
exceeds the Panavision Group's State and Local Tax for such Taxable Period,
Parent shall pay to Panavision an amount equal to such excess.
3. Estimated Tax Payments.
(a) Panavision shall pay to Parent, for each Taxable Period, no
later than the tenth day of each of the fourth, sixth, ninth and twelfth
months of such Taxable Period, the amount of estimated federal income taxes
that the Panavision Group would have been required to pay on or before the
fifteenth day of each such month if Panavision were filing a consolidated
federal income tax return for such Taxable Period for an affiliated group
of corporations of which Panavision was the common parent and that
consisted only of the members of the Panavision Group. Such estimated
federal income tax liability shall be determined consistent with the
calculation of the Panavision Group's Federal Tax and shall reflect the
estimated taxable income of the Panavision Group projected for three, six,
nine and twelve months, respectively.
(b) For every Taxable Period with respect to which Panavision
and/or any Subsidiary of Panavision participates in the filing of a
combined state or local income tax return with Parent or any Subsidiary of
Parent (other than Panavision or any Subsidiary of Panavision), Panavision
shall pay to Parent, no later than the fifth day prior to the date an
estimated state or local payment is due, the amount of estimated taxes that
Panavision and/or any such Subsidiary of Panavision would have been
required to pay if Panavision and/or any such Subsidiary of Panavision had
filed for such period a separate return (in a case where only one member of
the Panavision Group joins in the filing of such combined return) or a
combined return including only those members of the Panavision Group
actually joining in such combined return (in a case where more than one
member of the Panavision Group joins in the filing of such combined
return). Such estimated state or local income tax liability shall be
determined consistent with the calculation of the Panavision Group's State
and Local Tax.
4. Time and Form of Payment.
(a) Payments between Panavision and Parent pursuant to Paragraph 2
hereof shall be made no later than the fifth day prior to the due date of
the Parent Group's consolidated federal income tax return or any relevant
combined state or local income tax return for the period for which such a
payment is due. If the due date for any such return is extended, any
amounts due at the time of filing a request for extension of time to file
shall be paid on an estimated basis. No later than five (5) days prior to
the extended due date for such return for such Taxable Period, Panavision's
payment shall be recalculated, and any difference between (i) the tax
liability of the Panavision Group to be reflected on such return and (ii)
all prior Estimated Tax Payments with respect to such Taxable Period shall
be paid by such fifth day to the party entitled thereto, with interest from
the original due date at the relevant statutory rate.
(b) Each Subsidiary of Panavision agrees to pay to Panavision its
share of each of the items of the Panavision Group's Federal Tax and the
Panavision Group's State and Local Tax and of Estimated Tax Payments, each
such share to be determined in accordance with the principles of Paragraphs
1(c), 1(e), 3(a) and 3(b) hereof, no later than one (1) business day prior
to the date upon which the relevant payment by Panavision is required to be
made under the terms hereof. Panavision agrees to pay to each Subsidiary of
Panavision its share of any payment received by Panavision from Parent
pursuant to this Agreement, each such share to be determined in accordance
with the principles of Paragraphs 1(c), 1(e), 3(a) and 3(b) hereof, as
promptly as practicable following the receipt of any such payment and the
determination of such share.
5. Adjustments.
(a) Redeterminations of Tax Liability. In the event of any
redetermination of the consolidated federal income tax liability of the
Parent Group for any Taxable Period (or of the combined state or local
income tax liability for any Taxable Period for which a combined return is
filed) as the result of an audit by the Internal Revenue Service (or the
relevant state or local taxing authorities), a claim for refund or
otherwise, the Panavision Group's Federal Tax (or the Panavision Group's
State and Local Tax) shall be recomputed for such Taxable Period and any
prior and subsequent Taxable Periods to take into account such
redetermination, and payments due pursuant to Paragraph 2 hereof shall be
appropriately adjusted. Any payment for any Taxable Period by Panavision to
Parent or Parent to Panavision required by such adjustment shall be paid
within ten (10) days after the date of a Final Determination with respect
to such redetermination or as soon as such adjustment practicably can be
calculated, if later, together with interest for the period at the rate
provided for in the relevant statute.
(b) Refund of Tax Sharing Payment. In the event that the
calculation of the Panavision Group's Federal Taxable Income (or the
Panavision Group's State and Local Taxable Income) for any Taxable Period
results in a loss, such loss may be carried back and deducted in
calculating the Panavision Group's Federal Tax (or the Panavision Group's
State and Local Tax) for prior Taxable Periods in the same manner as it
would have been carried back and deducted had it constituted a net
operating loss deduction under Section 172 of the Code or a net capital
loss deduction under Section 1212 of the Code (or in the case of state and
local tax, under applicable state or local provisions), as such provisions
would have been applied to a consolidated (or combined) return filed with
respect to the Panavision Group (or one or more members thereof), but after
taking into account any limitation on the use of such loss imposed pursuant
to Section 382, 383, 384 or 904 of the Code or Treasury Regulations
Sections 1.1502-15, 1.1502-15A, 1.1502-15T, 1.1502-20, 1.1502-21,
1.1502-21A, 1.1502-21T, 1.1015-22, 1.1502-22A, 1.1502-22T, 1.1502-91,
1.1502-91A, 1.1502-92, 1.1502-92A, 1.1502-93, 1.1502-93A, 1.1502-94,
1.1502-94A or 1.1502-95 (or with respect to state and local tax, applicable
state or local provisions). In such case, the Panavision Group's Federal
Tax (or the Panavision Group's State and Local Tax) shall be recomputed for
the Taxable period or Periods to which such loss is carried and for any
subsequent Taxable Periods to take into account the deduction of such loss,
and payments made pursuant to paragraph 2 hereof shall be appropriately
adjusted. In the case of any carryback of a loss pursuant to this paragraph
5(b), any payment between Parent and Panavision required by such adjustment
shall be paid within ten (10) days after the date of filing the
consolidated federal income tax return of the Parent Group (or the relevant
combined state or local income tax return) for the year in which such loss
arises. Excess credits for any Taxable Period shall be carried back and
otherwise treated in a manner consistent with the provisions of this
Paragraph 5.
6. Interest on Unpaid Amounts.
In the event that any party fails to pay any amount owed pursuant
to this Agreement within ten (10) days after the date when due, interest
shall accrue on any unpaid amount at the "designated rate" from the due
date until such amounts are fully paid. For purposes of this Agreement, the
"designated rate" shall mean ten percent (10%).
7. Indemnification.
Parent shall indemnify Panavision and each Subsidiary of
Panavision on an after-tax basis (taking into account, when realized, any
tax detriment or tax benefit to Panavision or any Subsidiary of Panavision
of (x) a payment hereunder or (y) the liability to the Internal Revenue
Service or state, local or foreign taxing authority giving rise to such a
payment), with respect to and in the amount of:
(a) any liability to the Internal Revenue Service for federal
income tax incurred by Panavision or any Subsidiary of Panavision for any
Taxable Period with respect to which Panavision is included in a
consolidated federal income tax return filed on behalf of the Parent Group;
(b) any liability for state or local income tax to a state or
local taxing authority incurred by Panavision or any Subsidiary of
Panavision with respect to any jurisdiction for any Taxable Period with
respect to which Panavision or any Subsidiary of Panavision participates in
the filing of a combined return with Parent or any Subsidiary of Parent
(other than Panavision or any Subsidiary of Panavision);
(c) any liability for federal, state or local income tax to the
Internal Revenue Service or a state or local taxing authority, as the case
may be, incurred by Panavision or any Subsidiary of Panavision, to the
extent attributable to any member of the Parent Group (other than
Panavision or any Subsidiary of Panavision) and for which Panavision or any
Subsidiary of Panavision is liable as a result of being included in a
consolidated federal income tax return of the Parent Group or as a result
of participating in the filing of a combined state or local income tax
return with Parent or any Subsidiary of Parent (other than Panavision or
any Subsidiary of Panavision); and
(d) interest, penalties and additions to tax, and costs and
expenses in connection with any liabilities described in Paragraphs 7(a),
(b) and (c) above.
Parent shall pay to Panavision amounts due under Paragraphs 7(a),
(b) and (c) and Paragraph 7(d) (to the extent such amounts are related to
amounts under Paragraphs 7(a), (b) and (c)) no later than ten (10) days
after the date of a Final Determination with respect thereto.
8. Filing of Returns, Payment of Tax.
(a) Appointment of Parent as Agent. Each of Panavision and each
Subsidiary of Panavision hereby appoints Parent as its agent, so long as
Panavision or such Subsidiary is a member of the Parent Group, for the
purpose of filing consolidated federal income tax returns and for making
any election or application or taking any action in connection therewith on
behalf of Panavision or such Subsidiary consistent with the terms of this
Agreement. Each of Panavision and each Subsidiary of Panavision hereby
appoints Parent as its agent, so long as Panavision or such Subsidiary is a
member of the Parent Group, for the purpose of filing any combined state or
local income tax returns that Parent may elect to file and for making any
election or application or taking any action in connection therewith on
behalf of Panavision or such Subsidiary consistent with the terms of this
Agreement. Each of Panavision and each Subsidiary of Panavision hereby
consents to the filing of such returns, and to the making of such elections
and applications. Parent agrees that to the extent the filing of any
combined state or local return by Parent or any Subsidiary of Parent with
Panavision, or any Subsidiary of Panavision for any period will reduce the
state or local tax liability of Panavision or any Subsidiary of Panavision,
without causing an increase in the state or local tax liability of Parent
or any Subsidiary of Parent (other than Panavision or any Subsidiary of
Panavision) in such period, Parent will file or cause to be filed for such
taxable period a combined state or local income tax return with Panavision
and/or its Subsidiaries; provided, however, that such filing is permitted
by applicable state or local law. Except as provided in this Paragraph 8,
nothing herein shall be construed as requiring Parent or any Subsidiary of
Parent to file combined state or local income tax returns on behalf of any
members of the Patent Group for any taxable period.
(b) Cooperation. The Panavision Group shall cooperate with Parent
in the filing, to the extent permitted by law, of a consolidated federal
income tax return and such combined state or local income tax returns for
members of the Parent Group as Parent elects to file or cause to be filed,
by maintaining such books and records and providing such information as may
be necessary or useful in the filing of such returns and executing any
documents and taking any actions which Parent may reasonably request in
connection therewith. Parent and the Panavision Group shall provide one
another with such information concerning such returns and the application
of payments made under this Agreement as Parent or the Panavision Group may
reasonably request of one another.
(c) Payment of Tax. For each Taxable Period, Parent shall timely
pay or discharge, or cause to be timely paid or discharged, the
consolidated federal income tax liability of the Parent Group for such
Taxable Period and the combined state or local income tax liability shown
on any combined return that Parent or any Subsidiary of Parent elects or is
required to file that includes Panavision or any Subsidiary of Panavision.
9. Resolution of Disputes.
Any dispute concerning the calculation or basis of determination
of any payment provided for hereunder shall be resolved by the independent
certified public accountants for Parent, whose judgment shall be conclusive
and binding upon the parties, in the absence of manifest error.
10. Adjudications.
In any audit, conference, or other proceeding with the Internal
Revenue Service or the relevant state or local authorities, or in any
judicial proceedings concerning the determination of the federal income tax
liabilities of the Parent Group, Panavision or any Subsidiary of Panavision
or the state or local income tax liability of any combined group including
Panavision or any Subsidiary of Panavision, the parties shall be
represented by persons selected by Parent. Parent shall undertake any
settlement or other action that it is permitted to take pursuant to this
Paragraph 10 affecting the income tax liability of any member of the
Panavision Group or any amount payable by Panavision to or receivable by
Panavision from Parent with the same diligence and care as if such action
pertained to an income tax liability of Parent and as if any amount that
might be so payable or receivable by Panavision were payable or receivable
by Parent. Each of Panavision and each Subsidiary of Panavision hereby
appoints Parent as its agent for the purpose of proposing and concluding
any such settlement.
11. Binding Effect; Successors and Assigns.
This Agreement shall be binding upon Parent, Panavision, each
Subsidiary of Panavision that is a signatory hereto and each Subsidiary of
Panavision that becomes a party hereto pursuant to Paragraph 19 hereof.
This Agreement shall inure to the benefit of, and be binding upon, any
successors or assigns of the parties hereto (including, without limitation,
any Subsidiary of Panavision that becomes a party hereto pursuant to
Paragraph 19). Parent, Panavision and each other party hereto may assign
its right to receive payments under this Agreement but may not assign or
delegate its obligations hereunder.
12. Interpretation.
This Agreement is intended to calculate and allocate certain
federal and state and local income tax liabilities of Parent and the
Panavision Group, and any situation or circumstance concerning such
calculation and allocation that is not specifically contemplated hereby or
provided for herein shall be dealt with in a manner consistent with the
underlying principles of calculation and allocation in this Agreement.
13. Legal and Accounting Fees.
Any fees or expenses for legal, accounting or other professional
services rendered in connection with (1) the preparation of a consolidated
federal or combined state or local income tax return for the Parent Group
or members of the Parent Group (to the extent that such services reasonably
pertain to the tax liability of members of the Panavision Group rather than
any other members of the Parent Group), (ii) the application of the
provisions of this Agreement or (iii) the conduct of any audit, conference
or proceeding of the Internal Revenue Service or relevant state or local
authorities or judicial proceedings relevant to any determination required
to be made hereunder shall be allocated between Parent and the Panavision
Group in a manner resulting in the Panavision Group bearing a reasonable
approximation of the actual amount of such fees or expenses hereunder
reasonably related to, and for the benefit of, the Panavision Group rather
than to or for other members of the Parent Group.
14. Effect of the Agreement.
This Agreement shall determine the liability of Parent and the
members of the Panavision Group to each other as to the matters provided
for herein, whether or not such determination is effective for purposes of
the Code or of state or local revenue laws, or for financial reporting
purposes or for any other purposes.
15. Entire Agreement.
This Agreement embodies the entire understanding among the parties
relating to its subject matter and supersedes and terminates any prior
agreements and understandings among the parties with respect to such
subject matter. Any and all prior correspondence, conversations and
memoranda are merged herein and shall be without effect hereon. No
promises, covenants or representations of any kind, other than those
expressly stated herein, have been made to induce either party to enter
into this Agreement. This Agreement, including this provision against oral
modification, shall not be modified or terminated except by a writing duly
signed by each of the each of the parties hereto, and no waiver of any
provisions of this Agreement shall be effective unless in a writing duly
signed by the party sought to be bound.
16. Code References.
Any references to the Code or Treasury Regulations shall be deemed
to refer to the relevant provisions of any successor statute or regulation
and shall refer to such provisions as in effect from time to time.
17. Notices.
Any payment, notice or communication required or permitted to be
given under this Agreement shall be in writing (including telecopy
communication) and mailed, telecopied or delivered:
If to Parent:
M & F Worldwide Corp.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Chief Executive Office
If to Panavision:
Panavision Inc.
0000 XxXxxx Xxxxxx
Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000
Attention: Chief Financial Officer
or to such other address as a party shall furnish in writing to the other
parties. All such notices and communications shall be effective when
received.
18. Counterparts.
This Agreement may be executed in two or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
19. New Members.
Each of the parties to this Agreement recognizes that from time to
time Panavision may acquire one or more Subsidiaries. Each of the parties
to this Agreement agrees that, without the express written consent of the
other parties, each Subsidiary of Panavision shall become a party to this
Agreement for all purposes of this Agreement with respect to Taxable
Periods ending after such Subsidiary became a Subsidiary of Panavision, and
that this Agreement may be modified appropriately by Parent and Panavision
to reflect the addition of such Subsidiary as a party to this Agreement.
20. Termination.
This Agreement shall terminate at such time as all obligations and
liabilities of the parties hereto have been satisfied. Except as otherwise
provided herein, none of the parties hereto shall have any obligations or
liabilities under this Agreement with respect to any taxable period during
which Panavision is not a member of the Parent Group; provided, however
that the indemnification obligations and liabilities of Parent under
Paragraph 7 shall continue and shall not terminate. The obligations and
liabilities of the parties arising under this Agreement with respect to any
Taxable Period during which Panavision is a member of the Parent Group and
the indemnification obligations and liabilities of Parent arising under
Paragraph 7 shall continue in full force and effect until all such
obligations have been met and such liabilities have been paid in full,
whether by expiration of time, operation of law, or otherwise. The
obligations and liabilities of each party are made for the benefit of, and
shall be enforceable by, the other parties and their successors and
permitted assigns.
IN WITNESS WHEREOF, each of the parties has caused this Agreement
to be executed by its respective duly authorized officer as of the date
first set forth above.
M & F WORLDWIDE CORP.
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Xxxxxx Xxxxxx
Chairman of the Board of
Directors, President and Chief
Executive Officer
PANAVISION INC., a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Controller and
Assistant Secretary
PANAVISION U.K. HOLDINGS, INC., a
Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Controller and
Assistant Secretary
PANAVISION REMOTE SYSTEMS, INC., a
California corporation
By: /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Controller and
Assistant Secretary
