Tax Sharing Agreement Sample Contracts

Bank7 Corp. – S Corporation Termination and Tax Sharing Agreement (August 24th, 2018)

This S Corporation Termination and Tax Sharing Agreement, dated as of , 2018 (the "Agreement"), is made by and between Bank7 Corp., an Oklahoma corporation (the "Company"), and the trusts identified on the signature page hereto (each a "Shareholder" and collectively the "Shareholders").

Caterpillar Financial Services Corp – Tax Sharing Agreement (August 7th, 2018)

This Tax Sharing Agreement is effective as of May 31, 2018, between Caterpillar Inc., a Delaware corporation formerly known as "Caterpillar Tractor Co." ("Cat Inc."), and its wholly owned subsidiary, Caterpillar Financial Services Corporation, a Delaware corporation ("CFSC") (Cat Inc. and CFSC are collectively referred to herein as "Parties").

AXA Equitable Holdings, Inc. – TAX SHARING AGREEMENT by and Among AXA S.A., AXA Equitable Holdings, Inc., and AXA Investment Managers S.A. Dated as of March 28, 2018 (April 6th, 2018)
Pivotal Software, Inc. – Tax Sharing Agreement (March 23rd, 2018)

THIS TAX SHARING AGREEMENT (this Agreement) dated as of February 8, 2017 is entered into by and among Dell Technologies Inc., a Delaware corporation (Dell Technologies, each Dell Technologies Affiliate (as defined below), EMC Corporation, a Massachusetts corporation (EMC), each EMC Affiliate (as defined below), Pivotal Software, Inc., a Delaware corporation and an direct subsidiary of EMC (Pivotal), and each Pivotal Affiliate (as defined below).

Luther Burbank Corp – Tax Sharing Agreement (March 16th, 2018)

This S Corporation Termination and Tax Sharing Agreement, dated as of December 1, 2017 (the "Agreement"), is made by and between Luther Burbank Corporation, a California corporation (the "Company"), and the trusts and individual(s) identified on the signature page hereto (each a "Shareholder" and collectively the "Shareholders").

Tax Sharing Agreement Between Liberty Interactive Corporation and Gci Liberty, Inc. (March 14th, 2018)

THIS TAX SHARING AGREEMENT (this Agreement) is entered into as of March 9, 2018, between Liberty Interactive Corporation, a Delaware corporation (Distributing), and GCI Liberty, Inc., an Alaska corporation (Splitco). Unless otherwise indicated, all Section references in this Agreement are to sections of this Agreement.

Pivotal Software, Inc. – Tax Sharing Agreement (March 9th, 2018)

THIS TAX SHARING AGREEMENT (this Agreement) dated as of February 8, 2017 is entered into by and among Dell Technologies Inc., a Delaware corporation (Dell Technologies, each Dell Technologies Affiliate (as defined below), EMC Corporation, a Massachusetts corporation (EMC), each EMC Affiliate (as defined below), Pivotal Software, Inc., a Delaware corporation and an direct subsidiary of EMC (Pivotal), and each Pivotal Affiliate (as defined below).

Ameriprise Certificate Co – Federal Income Tax Sharing Agreement (February 23rd, 2018)

Effective as of December 10, 2013, this Federal Income Tax Sharing Agreement ("Agreement") between Ameriprise Financial, Inc. ("Ameriprise" and/or "Parent") and its subsidiaries listed on the attached Schedule A replaces all prior Federal Income Tax Sharing Agreements, except as provided in Paragraph 12.A. Collectively, Ameriprise and its subsidiaries listed on Schedule A are the "Parties" to this Agreement.

Ameriprise Certificate Co – State Income Tax Sharing Agreement (February 23rd, 2018)

Effective as of December 10, 2013 this State Income Tax Sharing Agreement ("Agreement") replaces all prior State Income Tax Sharing Agreements between or among Ameriprise Financial, Inc., ("Ameriprise") and its subsidiaries listed on the attached Schedule A. Collectively, Ameriprise and its subsidiaries listed on Schedule A are the "Parties" to this Agreement.

Ameriprise Certificate Co – Supplemental Tax Sharing Agreement Between Ameriprise Financial, Inc. And Ameriprise Certificate Company (February 23rd, 2018)

This Supplemental Tax Sharing Agreement (the "Agreement"), effective December 10, 2013, allocates deferred tax between Ameriprise Financial, Inc. and Ameriprise Certificate Company (collectively the "Parties").

Liberty Latin America Ltd. – Tax Sharing Agreement Between Liberty Global Plc and Liberty Latin America Ltd. (January 5th, 2018)

THIS TAX SHARING AGREEMENT (this Agreement) is entered into as of December 29, 2017, between Liberty Global plc, a company organized under the laws of England and Wales (Distributing), and Liberty Latin America Ltd., a company organized under the laws of Bermuda (Splitco). Unless otherwise indicated, all Section references in this Agreement are to sections of this Agreement.

Liberty Latin America Ltd. – Tax Sharing Agreement Between Liberty Global Plc and Liberty Latin America Ltd. (December 8th, 2017)

THIS TAX SHARING AGREEMENT (this Agreement) is entered into as of December [*], 2017, between Liberty Global plc, a company organized under the laws of England and Wales (Distributing), and Liberty Latin America Ltd., a company organized under the laws of Bermuda (Splitco). Unless otherwise indicated, all Section references in this Agreement are to sections of this Agreement.

Fat Brands, Inc – Tax Sharing Agreement (December 4th, 2017)

This TAX SHARING AGREEMENT (this "Agreement"), dated as of October 20, 2017, is made by and between Fog Cutter Capital Group Inc., a Delaware corporation ("FCCG"), and FAT Brands Inc., a Delaware corporation ("FAT").

Tax Sharing Agreement Between Liberty Interactive Corporation and Gci Liberty, Inc. (November 9th, 2017)

THIS TAX SHARING AGREEMENT (this Agreement) is entered into as of [ ], between Liberty Interactive Corporation, a Delaware corporation (Distributing), and GCI Liberty, Inc.,(1) an Alaska corporation (Splitco). Unless otherwise indicated, all Section references in this Agreement are to sections of this Agreement.

Gci Inc – Tax Sharing Agreement Between Liberty Interactive Corporation and Gci Liberty, Inc. (November 9th, 2017)

THIS TAX SHARING AGREEMENT (this "Agreement") is entered into as of [____], between Liberty Interactive Corporation, a Delaware corporation ("Distributing"), and GCI Liberty, Inc.,1 an Alaska corporation ("Splitco"). Unless otherwise indicated, all "Section" references in this Agreement are to sections of this Agreement.

Luther Burbank Corp – S Corporation Termination and Tax Sharing Agreement (November 9th, 2017)

This S Corporation Termination and Tax Sharing Agreement, dated as of , 2017 (the Agreement), is made by and between Luther Burbank Corporation, a California corporation (the Company), and the trusts and individual(s) identified on the signature page hereto (each a Shareholder and collectively the Shareholders).

Tax Sharing Agreement Between Liberty Interactive Corporation and Gci Liberty, Inc. (November 9th, 2017)

THIS TAX SHARING AGREEMENT (this "Agreement") is entered into as of [____], between Liberty Interactive Corporation, a Delaware corporation ("Distributing"), and GCI Liberty, Inc.,1 an Alaska corporation ("Splitco"). Unless otherwise indicated, all "Section" references in this Agreement are to sections of this Agreement.

Tax Sharing Agreement Between Liberty Interactive Corporation and Gci Liberty, Inc. (November 9th, 2017)

THIS TAX SHARING AGREEMENT (this Agreement) is entered into as of [ ], between Liberty Interactive Corporation, a Delaware corporation (Distributing), and GCI Liberty, Inc.,(1) an Alaska corporation (Splitco). Unless otherwise indicated, all Section references in this Agreement are to sections of this Agreement.

Bandwidth Inc. – Tax Sharing Agreement (October 13th, 2017)

THIS TAX SHARING AGREEMENT (this Agreement) is entered into as of November 30, 2016 between Bandwidth.com, Inc., a Delaware corporation (Bandwidth), and Republic Wireless, Inc., a Delaware corporation (Republic Wireless). Unless otherwise indicated, all Section references in this Agreement are to sections of this Agreement.

Tax Sharing Agreement (October 2nd, 2017)

This Tax Sharing Agreement (this Agreement), dated as of September 29, 2017, is entered into by and between IAC/InterActiveCorp, a Delaware corporation (Parent), and ANGI Homeservices Inc., a Delaware corporation (NewCo).

ANGI Homeservices Inc. – Tax Sharing Agreement (October 2nd, 2017)

This Tax Sharing Agreement (this Agreement), dated as of September 29, 2017, is entered into by and between IAC/InterActiveCorp, a Delaware corporation (Parent), and ANGI Homeservices Inc., a Delaware corporation (NewCo).

Tax Sharing Agreement Between Liberty Interactive Corporation and Gci Liberty, Inc. (August 1st, 2017)

THIS TAX SHARING AGREEMENT (this Agreement) is entered into as of [_____], between Liberty Interactive Corporation, a Delaware corporation (Distributing), and GCI Liberty, Inc.,(1) an Alaska corporation (Splitco). Unless otherwise indicated, all Section references in this Agreement are to sections of this Agreement.

Elevate Credit, Inc. – First Amendment to Tax Sharing Agreement (January 30th, 2017)

This First Amendment to Tax Sharing Agreement (this Amendment), effective as of February 1, 2015 (Amendment Effective Date), is by and between Think Finance, Inc., a Delaware corporation (Think Finance) and Elevate Credit, Inc., a Delaware corporation (Elevate and, together with Think Finance, the Parties).

FB Financial Corp – S Corporation Termination and Tax Sharing Agreement (November 14th, 2016)

This S Corporation Termination and Tax Sharing Agreement, dated as of September 15, 2016 (the "Agreement"), is made by and among FB Financial Corporation, a Tennessee corporation (the "Company"), and James W. Ayers (the "Shareholder").

Amended and Restated Tax Sharing Agreement (November 7th, 2016)

THIS AMENDED AND RESTATED TAX SHARING AGREEMENT (this "Agreement") dated as of September 6, 2016 is entered into by and among Dell Technologies Inc. (f/k/a Denali Holding Inc.), a Delaware corporation ("Dell Technologies"), each Dell Technologies Affiliate (as defined below), EMC Corporation, a Massachusetts corporation ("EMC"), each EMC Affiliate (as defined below), VMware, Inc., a Delaware corporation and an indirect subsidiary of EMC ("VMware"), and each VMware Affiliate (as defined below).

Tax Sharing Agreement Between Liberty Interactive Corporation and Liberty Expedia Holdings, Inc. (November 7th, 2016)

THIS TAX SHARING AGREEMENT (this Agreement) is entered into as of November 4, 2016, between Liberty Interactive Corporation, a Delaware corporation (Distributing), and Liberty Expedia Holdings, Inc., a Delaware corporation (Splitco). Unless otherwise indicated, all Section references in this Agreement are to sections of this Agreement.

FB Financial Corp – S Corporation Termination and Tax Sharing Agreement (August 19th, 2016)

This S Corporation Termination and Tax Sharing Agreement, dated as of , 2016 (the Agreement), is made by and between FB Financial Corporation, a Tennessee corporation (the Company), and James W. Ayers (the Shareholder).

CommerceHub, Inc. – Tax Sharing Agreement Between Liberty Interactive Corporation and Commercehub, Inc. (July 26th, 2016)

THIS TAX SHARING AGREEMENT (this Agreement) is entered into as of July 22, 2016, between Liberty Interactive Corporation, a Delaware corporation (Distributing), and CommerceHub, Inc., a Delaware corporation (Spinco). Unless otherwise indicated, all Section references in this Agreement are to sections of this Agreement.

Bancwest Corp – TAX SHARING AGREEMENT BY AND AMONG BNP PARIBAS S.A., BANCWEST CORPORATION (TO BE RENAMED FIRST HAWAIIAN, INC.) AND BANCWEST HOLDING INC. Dated as of April 1, 2016 (July 8th, 2016)

THIS TAX SHARING AGREEMENT (the Agreement) is dated as of April 1, 2016 (the Effective Date), by and among BNP Paribas S.A., a corporation organized and domiciled in the French Republic (BNPP SA), BancWest Corporation (to be renamed First Hawaiian, Inc. on the Effective Date), a Delaware corporation and, immediately prior to and as of the Effective Date, a wholly-owned subsidiary of BNPP SA (FHI), and BancWest Holding Inc., a Delaware corporation and a direct subsidiary of FHI immediately prior to the Distribution (as defined below) (BWHI and, together with BNPP SA and FHI, the Parties, and each, a Party). Unless otherwise indicated, all Section references in this Agreement are to sections of the Agreement.

CommerceHub, Inc. – Form of Tax Sharing Agreement Between Liberty Interactive Corporation and Commercehub, Inc. (June 28th, 2016)

THIS TAX SHARING AGREEMENT (this Agreement) is entered into as of , 2016, between Liberty Interactive Corporation, a Delaware corporation (Distributing), and CommerceHub, Inc., a Delaware corporation (Spinco). Unless otherwise indicated, all Section references in this Agreement are to sections of this Agreement.

Paragon Commercial CORP – Tax Sharing Agreement (May 26th, 2016)

THIS TAX SHARING AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of March 8, 2016, by and between PARAGON COMMERCIAL BANK (hereinafter referred to as the "Bank") and PARAGON COMMERCIAL CORPORATION, the parent holding company of the Bank (hereinafter referred to as the "Holding Company").

Nara Bancorp, Inc. – Tax Sharing Agreement (April 20th, 2016)

BBCN Bancorp, Inc ("Company") and its subsidiary, BBCN Bank ("Bank"), hereby enter into this Agreement effective as of October 2, 2014 pursuant to which tax liabilities or refunds will be allocated properly among the Company and Bank. The Company is also the parent company of the above named Trusts, which for tax purposes is recognized as a grantor trust. The income and expenses of the grantor trust are reported to the grantor, the Company.

Bancwest Corp – TAX SHARING AGREEMENT BY AND AMONG BNP PARIBAS S.A., BANCWEST CORPORATION (TO BE RENAMED FIRST HAWAIIAN, INC.) AND BANCWEST HOLDING INC. Dated as of April 1, 2016 (April 18th, 2016)

THIS TAX SHARING AGREEMENT (the Agreement) is dated as of April 1, 2016 (the Effective Date), by and among BNP Paribas S.A., a corporation organized and domiciled in the French Republic (BNPP SA), BancWest Corporation (to be renamed First Hawaiian, Inc. on the Effective Date), a Delaware corporation and, immediately prior to and as of the Effective Date, a wholly-owned subsidiary of BNPP SA (FHI), and BancWest Holding Inc., a Delaware corporation and a direct subsidiary of FHI immediately prior to the Distribution (as defined below) (BWHI and, together with BNPP SA and FHI, the Parties, and each, a Party). Unless otherwise indicated, all Section references in this Agreement are to sections of the Agreement.

Paragon Commercial CORP – Tax Sharing Agreement (March 11th, 2016)

THIS TAX SHARING AGREEMENT (hereinafter referred to as this "Agreement") is entered into as of March 8, 2016, by and between PARAGON COMMERCIAL BANK (hereinafter referred to as the "Bank") and PARAGON COMMERCIAL CORPORATION, the parent holding company of the Bank (hereinafter referred to as the "Holding Company").

Nara Bancorp, Inc. – Tax Sharing Agreement (March 4th, 2016)

BBCN Bancorp, Inc ("Company") and its subsidiary, BBCN Bank ("Bank"), hereby enter into this Agreement effective as of October 2, 2014 pursuant to which tax liabilities or refunds will be allocated properly among the Company and Bank. The Company is also the parent company of the above named Trusts, which for tax purposes is recognized as a grantor trust. The income and expenses of the grantor trust are reported to the grantor, the Company.