Tax Separation Agreement Sample Contracts

Brighthouse Financial, Inc. – Tax Separation Agreement (August 9th, 2017)

This Tax Separation Agreement (the Agreement) is entered into as of the 27th day of July 2017, between MetLife, Inc. (MetLife), a Delaware corporation, by and on behalf of itself and each Affiliate of MetLife, and Brighthouse Financial, Inc. (Brighthouse and, together with MetLife, the Parties), a Delaware corporation, by and on behalf of itself and each Affiliate of Brighthouse.

Tax Separation Agreement (August 7th, 2017)

This Tax Separation Agreement (the Agreement) is entered into as of the 27th day of July 2017, between MetLife, Inc. (MetLife), a Delaware corporation, by and on behalf of itself and each Affiliate of MetLife, and Brighthouse Financial, Inc. (Brighthouse and, together with MetLife, the Parties), a Delaware corporation, by and on behalf of itself and each Affiliate of Brighthouse.

Brighthouse Financial, Inc. – Form of Tax Separation Agreement (April 18th, 2017)

This Tax Separation Agreement (the Agreement) is entered into as of the [*] day of [*], [2017], between MetLife, Inc. (MetLife), a Delaware corporation, by and on behalf of itself and each Affiliate of MetLife, and Brighthouse Financial, Inc. (Brighthouse and, together with MetLife, the Parties), a Delaware corporation, by and on behalf of itself and each Affiliate of Brighthouse.

Zedge, Inc. – Tax Separation Agreement (June 1st, 2016)

This TAX SEPARATION AGREEMENT (this "Agreement") is dated as of June 1, 2016, by and between IDT Corporation, a Delaware corporation ("IDT"), and Zedge, Inc., a Delaware corporation ("Zedge"; and together with IDT, the "Parties, and each individually, a "Party").

Zedge, Inc. – This Is the Form of Tax Separation Agreement That Is Intended to Be Entered Into Between Idt Corporation and Zedge, Inc., to Be Effective Upon Consummation of the Spin-Off Tax Separation Agreement (April 25th, 2016)

This TAX SEPARATION AGREEMENT (this "Agreement") is dated as of [___________], 2016, by and between IDT Corporation, a Delaware corporation ("IDT"), and Zedge, Inc., a Delaware corporation ("Zedge"; and together with IDT, the "Parties, and each individually, a "Party").

A-Mark Precious Metals, Inc. – Tax Separation Agreement (November 12th, 2013)

THIS TAX SEPARATION AGREEMENT (this "Agreement") is entered into as of ________, 2013 between SPECTRUM GROUP INTERNATIONAL, INC., a Delaware corporation ("SGI"), and A-MARK PRECIOUS METALS, INC., a New York corporation and wholly owned subsidiary of SGI ("AMPMI," and together with SGI, the "Parties"). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation and Distribution Agreement, dated as of the date hereof, by and between SGI and AMPMI (the "Separation Agreement").

Mid-America Apartments, L.P. – Third Amended and Restated Agreement of Limited Partnership of Mid-America Apartments, L.P. (October 2nd, 2013)

THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MID-AMERICA APARTMENTS, L.P., dated as of October 1, 2013, is entered into by and among Mid-America Apartment Communities, Inc., a Tennessee corporation, as the General Partner, and each of the Persons listed on Exhibit A hereof, together with all Persons who shall hereafter be admitted as Additional Limited Partners and/or Substituted Limited Partners.

Straight Path Communications Inc. – Tax Separation Agreement (July 31st, 2013)

This TAX SEPARATION AGREEMENT (this "Agreement") is dated as of July 31, 2013, by and between IDT Corporation, a Delaware corporation ("IDT"), and Straight Path Communications Inc., a Delaware corporation ("SPCI"; and together with IDT, the "Parties, and each individually, a "Party").

Straight Path Communications Inc. – This Is the Form of Tax Separation Agreement That Is Intended to Be Entered Into Between Straight Path Communications Inc. And Idt Corporation, Effective as of the Consummation of the Spin-Off Tax Separation Agreement (June 13th, 2013)

This TAX SEPARATION AGREEMENT (this "Agreement") is dated as of [____], 2013, by and between IDT Corporation, a Delaware corporation ("IDT"), and Straight Path Communications Inc., a Delaware corporation ("SPCI"; and together with IDT, the "Parties, and each individually, a "Party").

This Is the Form of Tax Separation Agreement That Is Intended to Be Entered Into Between Genie Energy Ltd. And Idt Corporation, Effective as of the Consummation of the Spin-Off (October 7th, 2011)

This TAX SEPARATION AGREEMENT (this "Agreement") is dated as of October [ _], 2011, by and between IDT Corporation, a Delaware corporation ("IDT"), and Genie Energy Ltd., a Delaware corporation ("Genie").

LINC Logistics Co – Tax Separation Agreement (June 29th, 2010)

This TAX SEPARATION AGREEMENT is dated as of December 31, 2006, by and among CenTra, Inc., a Delaware corporation (CenTra), and LINC Logistics Company, a Michigan corporation (LINC).

Tax Separation Agreement (May 17th, 2010)

This agreement, dated as of March 30, 2010 (Agreement), is entered into by and between Citigroup Inc., a Delaware corporation (Citigroup), and Primerica, Inc. (formerly named Puck Holding Company, Inc.), a Delaware corporation (Primerica).

Form of Tax Separation Agreement (March 17th, 2010)

This agreement, dated as of [ ], 2010 (Agreement), is entered into by and between Citigroup Inc., a Delaware corporation (Citigroup), and Primerica, Inc. (formerly named Puck Holding Company, Inc.), a Delaware corporation (Primerica).

Ctm Media Holdings, Inc. – Tax Separation Agreement (October 29th, 2009)

This TAX SEPARATION AGREEMENT (this "Agreement") is dated as of September 14, 2009, by and between IDT Corporation, a Delaware corporation ("IDT"), and CTM Media Holdings, Inc., a Delaware corporation ("CTM").

Tax Separation Agreement (October 1st, 2009)

TAX SEPARATION AGREEMENT, dated as of June 30, 2004, by and among H Group Holding, Inc., a Delaware corporation (Holding), Hyatt Corporation, a Delaware corporation (Hyatt), CC-Development Group, Inc., a Delaware corporation (Classic), and each of their respective direct and indirect Subsidiaries. References herein to a Party (or Parties) to this Agreement, shall refer to Holding, Hyatt and Classic.

Ctm Media Holdings, Inc. – Tax Separation Agreement (August 10th, 2009)

This TAX SEPARATION AGREEMENT (this "Agreement") is dated as of [____], 2009, by and between IDT Corporation, a Delaware corporation ("IDT"), and CTM Media Holdings, Inc., a Delaware corporation ("CTM").

Tax Separation Agreement (August 5th, 2009)

TAX SEPARATION AGREEMENT, dated as of June 30, 2004, by and among H Group Holding, Inc., a Delaware corporation (Holding), Hyatt Corporation, a Delaware corporation (Hyatt), CC-Development Group, Inc., a Delaware corporation (Classic), and each of their respective direct and indirect Subsidiaries. References herein to a Party (or Parties) to this Agreement, shall refer to Holding, Hyatt and Classic.

Ctm Media Holdings, Inc. – This Is the Form of Tax Separation Agreement That Is Intended to Be Entered Into Between Ctm Media Holdings, Inc. And Idt Corporation, Effective as of the Consummation of the Spin-Off Tax Separation Agreement (July 7th, 2009)

This TAX SEPARATION AGREEMENT (this "Agreement") is dated as of [____], 2009, by and between IDT Corporation, a Delaware corporation ("IDT"), and CTM Media Holdings, Inc., a Delaware corporation ("CTM").

Tax Separation Agreement (April 23rd, 2009)

THIS TAX SEPARATION AGREEMENT (this Agreement) dated as of April 17, 2009 is made and entered into by Walter Industries, Inc., a Delaware corporation (Walter) and the Walter Affiliates (as defined below), and Walter Investment Management LLC, a Delaware limited liability company (Spinco) and the Spinco Affiliates (as defined below).

Hanover Capital Mortgage Holdings, Inc. – Tax Separation Agreement (April 23rd, 2009)

THIS TAX SEPARATION AGREEMENT (this Agreement) dated as of April 17, 2009 is made and entered into by Walter Industries, Inc., a Delaware corporation (Walter) and the Walter Affiliates (as defined below), and Walter Investment Management LLC, a Delaware limited liability company (Spinco) and the Spinco Affiliates (as defined below).

Hanover Capital Mortgage Holdings, Inc. – Form of Tax Separation Agreement (February 13th, 2009)

THIS TAX SEPARATION AGREEMENT (this Agreement) dated as of , 2009 is made and entered into by Walter Industries, Inc., a Delaware corporation (Walter) and the Walter Affiliates (as defined below), and Walter Investment Management LLC, a Delaware limited liability company (Spinco) and the Spinco Affiliates (as defined below).

Tax Separation Agreement (December 23rd, 2008)

This TAX SEPARATION AGREEMENT is dated as of December 18, 2008, by and between The Phoenix Companies, Inc. (PNX), a Delaware corporation, and Virtus Investment Partners, Inc. (Spinco), a Delaware corporation.

Tax Separation Agreement (December 19th, 2008)

This TAX SEPARATION AGREEMENT is dated as of December 18, 2008, by and between The Phoenix Companies, Inc. (PNX), a Delaware corporation, and Virtus Investment Partners, Inc. (Spinco), a Delaware corporation.

Tax Separation Agreement (December 15th, 2008)

This TAX SEPARATION AGREEMENT is dated as of December 12, 2008, by and between The Phoenix Companies, Inc. (PNX), a Delaware corporation, and Virtus Investment Partners, Inc. (Spinco), a Delaware corporation.

Amendment to Tax Separation Agreement (August 28th, 2008)

This Amendment to Tax Separation Agreement (this Amendment) is made and entered into as of March 17, 2008, by and among Retail Ventures, Inc., an Ohio corporation (RVI), each RVI Affiliate (as defined in the Tax Separation Agreement), DSW Inc., an Ohio corporation, and each DSW Affiliate (as defined in the Tax Separation Agreement).

Amendment to Tax Separation Agreement (August 28th, 2008)

This Amendment to Tax Separation Agreement (this Amendment) is made and entered into as of March 17, 2008, by and among Retail Ventures, Inc., an Ohio corporation (RVI), each RVI Affiliate (as defined in the Tax Separation Agreement), DSW Inc., an Ohio corporation, and each DSW Affiliate (as defined in the Tax Separation Agreement).

Tax Separation Agreement (October 25th, 2007)

This TAX SEPARATION AGREEMENT is dated as of October 22, 2007, by and among Peabody Energy Corporation (Peabody), a Delaware corporation, and Patriot Coal Corporation (Spinco), a Delaware corporation.

Patriot Coal Corp. – Tax Separation Agreement (October 25th, 2007)

This TAX SEPARATION AGREEMENT is dated as of October 22, 2007, by and among Peabody Energy Corporation (Peabody), a Delaware corporation, and Patriot Coal Corporation (Spinco), a Delaware corporation.

Patriot Coal Corp. – Form of Tax Separation Agreement (August 20th, 2007)

This TAX SEPARATION AGREEMENT is dated as of ___, 2007, by and among Peabody Energy Corporation (Peabody), a Delaware corporation, and Patriot Coal Corporation (Spinco), a Delaware corporation.

Tax Separation Agreement (December 23rd, 2005)

TAX SEPARATION AGREEMENT, dated as of December 19, 2005, by and between Alloy, Inc., a Delaware corporation (Alloy), and dELiA*s, Inc., a Delaware corporation and wholly-owned subsidiary of Alloy.

Tax Separation Agreement (December 6th, 2005)

TAX SEPARATION AGREEMENT, dated as of December , 2005, by and between Alloy, Inc., a Delaware corporation (Alloy), and dELiA*s, Inc., a Delaware corporation and wholly-owned subsidiary of Alloy.

FORM OF TAX SEPARATION AGREEMENT TAX SEPARATION AGREEMENT by and Among RETAIL VENTURES, INC. AND ITS AFFILIATES and DSW INC. AND ITS AFFILIATES Dated (June 7th, 2005)

THIS TAX SEPARATION AGREEMENT (this Agreement) dated as of , 2005, by and among Retail Ventures, Inc., an Ohio corporation (RVI), each RVI Affiliate (as defined below), DSW Inc., an Ohio corporation and currently an indirect, wholly-owned subsidiary of RVI (DSW), and each DSW Affiliate (as defined below) is entered into in connection with the IPO (as defined below).

Tax Separation Agreement (October 1st, 1999)