Tax Sharing and Indemnification Agreement Sample Contracts

Tax Sharing and Indemnification Agreement
Tax Sharing and Indemnification Agreement • December 23rd, 2008 • PDL Biopharma, Inc. • Biological products, (no disgnostic substances) • Delaware

THIS TAX SHARING AND INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of December 18, 2008 (the “Distribution Date”), is entered into by and between PDL BioPharma, Inc., a Delaware corporation (“PDL”), and Facet Biotech Corporation, a Delaware corporation (“Facet”) (each a “Party” and collectively, the “Parties”). Capitalized terms not defined herein shall have the meaning set forth in the Separation Agreement.

TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax Sharing and Indemnification Agreement • July 13th, 2005 • Chaparral Steel CO • Steel works, blast furnaces & rolling & finishing mills • Texas

This Tax Sharing and Indemnification Agreement (this “Agreement”) is entered into as of the Distribution Date by and between Texas Industries, Inc., a Delaware corporation (“Distributing”), on behalf of itself and each Distributing Affiliate, and Chaparral Steel Company, a Delaware corporation (“Controlled”), and their respective successors.

TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax Sharing and Indemnification Agreement • May 6th, 2010 • Dr Pepper Snapple Group, Inc. • Beverages • New York

This Tax Sharing and Indemnification Agreement (this “Agreement”), dated as of May 1, 2008, among Cadbury Schweppes plc (“CS”), a United Kingdom public limited company, on behalf of itself and the members of the Cadbury Group, as defined below (other than Cadbury plc (“Cadbury”), a United Kingdom public limited company), and Dr Pepper Snapple Group, Inc. (“DPS”), a Delaware corporation, on behalf of itself and the members of the DPS Group, as defined below, and, solely for purposes of Section 20, Cadbury.

TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax Sharing and Indemnification Agreement • May 3rd, 2004 • Pharmacopeia Drug Discovery Inc • Services-commercial physical & biological research • Delaware

This Tax Sharing and Indemnification Agreement (this “Agreement”) is entered into as of the Distribution Date by and between Pharmacopeia, Inc., a Delaware corporation (“Pharmacopeia”), on behalf of itself and each Pharmacopeia Affiliate, and Pharmacopeia Drug Discovery, Inc., a Delaware corporation (“PDD”), and their respective successors.

TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax Sharing and Indemnification Agreement • November 27th, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania

THIS IS A TAX SHARING AND INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of the Effective Date, made by and among Crown, Cork & Seal Company Inc., a Pennsylvania corporation (“Crown”) on behalf of itself and each member of the Crown Group, Constar International Inc., a Delaware corporation (“Constar”), on behalf of itself and each member of the Constar Group, and their respective successors.

TAX SHARING AND INDEMNIFICATION AGREEMENT Between MARRIOTT INTERNATIONAL, INC. and MARRIOTT VACATIONS WORLDWIDE CORPORATION Dated as of November 21, 2011
Tax Sharing and Indemnification Agreement • November 21st, 2011 • Marriott International Inc /Md/ • Hotels & motels • New York

TAX SHARING AND INDEMNIFICATION AGREEMENT (this “Agreement”), signed on November 17, 2011 and effective as of November 21, 2011, by and between, MARRIOTT INTERNATIONAL, INC., a Delaware corporation (“MII”), and MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”). Capitalized terms used herein but not defined shall have the meaning ascribed to them in the Separation and Distribution Agreement, dated as of November 19, 2011, between MII and MVWC (“Separation Agreement”).

K&L DRAFT: 11/9/00 TAX SHARING AND INDEMNIFICATION AGREEMENT, dated as of September 29, 2000
Tax Sharing and Indemnification Agreement • November 20th, 2000 • Optical Access Inc • Semiconductors & related devices • California
TAX SHARING AND INDEMNIFICATION AGREEMENT PREAMBLE
Tax Sharing and Indemnification Agreement • June 18th, 2007 • Citadel Broadcasting Corp • Radio broadcasting stations • Delaware

This Tax Sharing and Indemnification Agreement (this “Agreement”), dated June 12, 2007 is made and entered into by and among The Walt Disney Company, a Delaware corporation (“TWDC”), ABC Radio Holdings, Inc. (f/k/a ABC Chicago FM Radio, Inc.), a Delaware corporation (“Spinco”), and Citadel Broadcasting Corporation, a Delaware corporation (“Citadel”) (each a “Party” and, collectively, the “Parties”).

EXHIBIT 10.24 TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax Sharing and Indemnification Agreement • November 4th, 1999 • Idt Corp • Services-computer integrated systems design • New York
TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax Sharing and Indemnification Agreement • April 17th, 2008 • Real Goods Solar, Inc. • Heating equipment, except electric & warm air furnaces • Colorado

This Tax Sharing and Indemnification Agreement (this “Agreement”), dated as of , 2008, is made and entered into by and between Gaiam, Inc., a Colorado corporation (“Gaiam”), and Real Goods Solar, Inc., a Colorado corporation (“Real Goods”) (each, a “Party,” and, collectively, the “Parties”).

EXHIBIT 10.16 TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax Sharing and Indemnification Agreement • August 11th, 2000 • Methode Electronics Inc • Electronic connectors • Illinois
TAX SHARING AND INDEMNIFICATION AGREEMENT By and Between GENROCO, INC.
Tax Sharing and Indemnification Agreement • June 19th, 2000 • Genroco Inc • Services-computer integrated systems design • Wisconsin
FIRST AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT BETWEEN B/E AEROSPACE, INC. AND KLX INC.
Tax Sharing and Indemnification Agreement • April 14th, 2017 • KLX Inc. • Aircraft & parts

THIS FIRST AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT (this “Amendment”) is entered into as of October 23, 2016 by B/E Aerospace, Inc., a Delaware corporation (“B/E”), and KLX Inc., a Delaware corporation (“KLX”).

TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax Sharing and Indemnification Agreement • July 3rd, 2002 • Constar International Inc • Miscellaneous plastics products • Pennsylvania

THIS IS A TAX SHARING AND INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of the Effective Date, made by and among Crown, Cork & Seal Company Inc., a Pennsylvania corporation (“Crown”) on behalf of itself and each member of the Crown Group, Constar International Inc., a Delaware corporation (“Constar”), on behalf of itself and each member of the Constar Group, and their respective successors.

RECITALS
Tax Sharing and Indemnification Agreement • March 30th, 1998 • Atlantic Tele Network Inc /De • Telephone communications (no radiotelephone) • Delaware
TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax Sharing and Indemnification Agreement • July 8th, 2005 • Texas Industries Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Texas

This Tax Sharing and Indemnification Agreement (this “Agreement”) is entered into as of the Distribution Date by and between Texas Industries, Inc., a Delaware corporation (“Distributing”), on behalf of itself and each Distributing Affiliate, and Chaparral Steel Company, a Delaware corporation (“Controlled”), and their respective successors.

FIRST AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT BETWEEN B/E AEROSPACE, INC. AND KLX INC.
Tax Sharing and Indemnification Agreement • October 26th, 2016 • B/E Aerospace Inc • Aircraft parts & auxiliary equipment, nec

THIS FIRST AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT (this “Amendment”) is entered into as of October 23, 2016 by B/E Aerospace, Inc., a Delaware corporation (“B/E”), and KLX Inc., a Delaware corporation (“KLX”).

RECITALS
Tax Sharing and Indemnification Agreement • November 26th, 1996 • Unisource Worldwide Inc • Pennsylvania
RECITALS
Tax Sharing and Indemnification Agreement • September 11th, 2003 • Washtenaw Group Inc • Delaware
EXHIBIT 10.21 TAX SHARING AND INDEMNIFICATION AGREEMENT ---------------------------------------------
Tax Sharing and Indemnification Agreement • March 31st, 1998 • Emerging Communications Inc • Telephone communications (no radiotelephone) • Delaware
AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax Sharing and Indemnification Agreement • October 18th, 2012 • Marriott Vacations Worldwide Corp • Real estate agents & managers (for others)

This AMENDMENT (“Amendment”) to the TAX SHARING AND INDEMNIFICATION AGREEMENT signed on November 17, 2011, and effective as of November 21, 2011, by and between MII and MVWC (the “TSIA”) is entered into on this 2nd day of August, 2012, by and between MARRIOTT INTERNATIONAL, INC., a Delaware corporation (“MII”), and MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”). Capitalized terms used herein but not defined shall have the meaning ascribed to them in the TSIA.

EXHIBIT 2.4
Tax Sharing and Indemnification Agreement • May 10th, 2002 • Us Industries Inc /De • Heating equip, except elec & warm air; & plumbing fixtures
RECITALS
Tax Sharing and Indemnification Agreement • November 20th, 2001 • American Pharmaceutical Partners Inc /Ca/ • Pharmaceutical preparations • California
AMENDMENT TO TAX SHARING AND INDEMNIFICATION AGREEMENT
Tax Sharing and Indemnification Agreement • October 4th, 2012 • Marriott International Inc /Md/ • Hotels & motels

This AMENDMENT (“Amendment”) to the TAX SHARING AND INDEMNIFICATION AGREEMENT signed on November 17, 2011, and effective as of November 21, 2011, by and between MII and MVWC (the “TSIA”) is entered into on this 2nd day of August, 2012, by and between MARRIOTT INTERNATIONAL, INC., a Delaware corporation (“MII”), and MARRIOTT VACATIONS WORLDWIDE CORPORATION, a Delaware corporation (“MVWC”). Capitalized terms used herein but not defined shall have the meaning ascribed to them in the TSIA.

Contract
Tax Sharing and Indemnification Agreement • May 5th, 2020 • Pennsylvania

EX-10.13 10 dex1013.htm TAX SHARING AND INDEMNFICATION AGREEMENT Exhibit 10.13 TAX SHARING AND INDEMNIFICATION AGREEMENT THIS IS A TAX SHARING AND INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of the Effective Date, made by and among Crown, Cork & Seal Company Inc., a Pennsylvania corporation (“Crown”) on behalf of itself and each member of the Crown Group, Constar International Inc., a Delaware corporation (“Constar”), on behalf of itself and each member of the Constar Group, and their respective successors. Background A. Crown plans to sell approximately 55% of its Constar stock to the public in a public offering (the “Offering”). As a result of the Offering, Constar and members of the Constar Group will no longer be members of the Crown Group for the purpose of filing consolidated federal income Tax Returns. Pursuant to this Agreement, Members of the Constar Group will no longer file consolidated, combined or unitary income Tax Returns (or participate in group relief or any