Tax Sharing Agreement

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									This is an agreement whereby the parent company in a consolidated group is
responsible, on behalf of the group, for the payment of income tax related liabilities. If
the parent company fails to fully discharge its obligation to pay the group’s tax liability,
subsidiary members that were part of the group become jointly and severally liable.
This agreement can be used by small businesses or other entities that have subsidiary
group members and want to ensure the prompt and timely tax payments on behalf of
the entire group.
                          TAX SHARING AGREEMENT

     This Tax Sharing Agreement (the "Agreement") will take effect as of
_____________(“Effective    Date”),    and     is     made       by     and     between
____________________[PROVIDE NAME OF PARENT COMPANY] with its offices at
___________[ADDRESS OF PARENT COMPANY] and _________________ [GIVE
SCHEDULE "A"] entities listed on Schedule A annexed hereto, as amended from time to time.

       WHEREAS, ______________________ [PARENT COMPANY] is the parent of an
affiliated group of corporations, as defined in section 1504(a) of the Internal Revenue Code of
1986, as amended (the "Code");

       WHEREAS, _____________________________[HEAD COMPANY], on behalf of its
affiliated group, is required to file consolidated federal income tax returns in accordance with
section 1501 of the Code and may be required to file consolidated federal income tax returns for
subsequent taxable years; and

     WHEREAS, the parties wish to provide for the allocation between them of consolidated
federal income tax Liability, state and local income tax liability, and certain related matters.

     NOW, THEREFORE, in consideration of the foregoing premises and of the mutual
covenants and agreements contained herein, the parties agree as follows:

            (a) "Group" shall mean Parent (as hereinafter defined) and all other corporations
(whether now existing or hereafter formed or acquired) that are required to join with Parent in
filing a consolidated federal income tax return.

          (b) "Group Tax Liability" shall mean the consolidated federal income tax Liability of
the Group reported on the Group's consolidated federal income tax return filed for the taxable

           (c) "Member" shall mean any corporation that is required to join with Parent in filing
a consolidated federal income tax return, as listed on Schedule A, as amended from time to time.

1.     Filing Of Returns.

          (a) Parent shall, on a timely basis, file or cause to be filed, consolidated federal income
tax returns which will include income, loss, or credit against tax of the member, and estimated
tax returns for each taxable year during the term of this Agreement and shall pay in full any tax
shown as due thereon. ____________________ [HEAD COMPANY] shall prepare and file
such returns and any other returns, documents, or statements required to be filed with the Internal
Revenue Service with respect to the determination of the Group Tax liability of the Group. With
respect to such return preparation, - ___________________ [HEAD COMPANY] shall act in
good faith with regard to the Member included in an applicable return. Member shall prepare,
effect and file such consents, elections, and other documentation as may be required or
appropriate for the proper filing of such returns. Member shall also maintain such books and
records and provide such information that Parent may request in connection with the matters
contemplated by this Agreement.

            (b) Parent shall have the sole right and discretion with respect to any consolidated
federal income tax return that it has filed or will file to determine in good faith, (i) any elections
which are employed in the filing of such returns, including any elections denominated as such in
the Code and choice of methods of accounting and depreciation; (ii) the manner in which such
returns shall be prepared and filed, including without limitation, the manner in which any item of
income, gain, loss, deduction or credit shall be reported; (iii) contest, compromise or settle any
adjustment or deficiency proposed, asserted or assessed as a result of any audit of any such
returns; (iv) file, prosecute, compromise or settle any claim for refund; (v) whether any refunds
to which the Group may be entitled shall be paid by way of refund or credit against the federal
income tax liability of the Group; (vi) whether any extensions should be requested and (vii)
whether any refunds shall be received by way of refund or credited against tax liabilities.

            (c) The Group will jointly file state, local and foreign tax returns on a combined,
consolidated, unitary, or other method that Parent determines in its sole discretion results in a
lower overall tax liability for the Group. In the event any such state or local tax returns are filed,
all of the provisions of this Agreement shall apply to the extent determined by Parent to the
allocation, preparation, filing and payment related to such state and local taxes and returns and
shall be applied as is appropriate in the context of the applicable state and local tax laws as
determined in the sole discretion of Parent, provided, further, that any benefit realized by the
filing of such state and local returns shall remain with Parent.

           (d) Member shall prepare and present to Parent for review and inclusion in the Group
income tax returns a separate federal consolidated income tax return and separate combined,
consolidated or separate (as required) state and local income tax returns for the Member Group.

2. Applicable Taxes.

This Agreement applies to: (1) all taxes and related returns under Subtitles A and F in the Code
and (2) income taxes and functionally similar taxes based upon taxable income levied by state
and local jurisdictions on any member of the Group. Such taxes shall be referred to in this
Agreement as "income taxes." This Agreement does not apply to any employment-related taxes
(such as taxes imposed under Subtitle C of the Code), taxes under Subtitles D and E of the Code,
or other taxes not imposed with respect to taxable income of a corporation. Member shall be
responsible for the timely filing of all returns for taxes and the timely payment of taxes to which
this Agreement does not apply.

3. Payment of Income Taxes by Member.

Member shall pay, not later than ____ days before the date on which the Group's consolidated
federal income tax return is required to be filed (taking account of any extensions thereof), to
Parent the portion of the Group’s Tax Liability allocable to the members of the Member Group

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under Treasury Regulation 1.1552-1(a)(1) (and amendments or successors thereto). In addition,
Member shall pay to Parent an amount equal to the Group's aggregate state and local income tax
liabilities, multiplied by the Member Group Percentage, which is defined to be the ratio of (i)
Member's payment prescribed in the previous sentence, divided by (ii) the Group’s Tax Liability.

4. Time of Payment.

Payment of income taxes to Parent by Member shall be made in the following manner:

          (a) Federal Income Tax. Not later than the fifteenth (15th) day of April, June,
September and December of each calendar year, Parent and Member shall make a reasonable
estimation of the Group's estimated income tax liability and the estimated Member Group
Percentage. Based on those determinations, Member shall make quarterly payments to Parent on
or before the fifteenth day of April, June, September and December of each calendar year equal
to (i) Parent's payment of estimated tax necessary to avoid underpayment under Code Section
6655 (and amendments or successors thereto), multiplied by (ii) the estimated Member Group
Percentage. In the event of any excess of Member's income tax liability for any calendar year
over the sum of its quarterly payments for that year, Member shall pay to Parent on or before the
fifteenth day of March or within 15 days of the date the income tax return is filed, whichever is
later, immediately following that calendar year. Any overpayment by Member shall be credited
by Parent to Member's quarterly payment next due in the absence of a direction otherwise by

          (b) ______________________{Add other tax liabilities if applicable and how they
will be computed}

5. Adjustments to Prior Years.

If the Group’s Tax Liability or the separate tax liability of Member for any year covered by this
Agreement is increased or decreased by reason of filing an amended return or returns (including
carryback claims), or by reason of the examination of the returns by the Internal Revenue Service
(the "Service") or other taxing jurisdiction, the amounts due to or from
Parent for payment of income taxes under Sections 3 and 4 for each such year will be
recomputed by Parent to reflect the adjustments to taxable income and tax credits for that taxable
year and interest or penalties, if any.

{Mention how deficiency, refunds, and adjustments would be taken care of by both parties
after such as reassessment and recomputation}

6. Interest and Penalties.

Where payment required by this Agreement to be made from one party to another is not made
within the time provided, the amount not timely paid shall bear interest at the rate established
pursuant to section 6621(a)(2) of the Code.

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7. New Group Members.

If a new Member corporation is acquired or created by Parent, that Member shall, in the absence
of an agreement between Parent and that Member to the contrary, be bound by the terms of this
Agreement in the same manner as Member.

8. Termination Of Affiliation.

           (a) In the event that Member ceases to be included in the Group but continues to be a
corporation subject to federal income tax, this Agreement, except as provided in Sections 5 and 8
of this Agreement, shall terminate.

        (b) Parent and each former Member shall consult and furnish each other with
information concerning the status of any tax audit or tax refund claim relating to a taxable year in
which such Member was a Member and a consolidated federal income tax return was filed.
Parent shall have the right to make the final decision about the response of the Group to any
audit and shall have the sole right to control, at its own expense, any contest of any change
proposed and any proposed disallowance of a refund claim by the Internal Revenue Service
through the Appeals Office of the Internal Revenue Service and the courts in connection with
any taxable year for which this Agreement is in effect.

           (c) Member shall reimburse Parent for the taxable income, tax credits, special items of
deduction or allowance, quarterly income tax payments and income tax liabilities of the Member
computed pursuant to this Agreement for that portion of the taxable year during which the
Member was part of the Group and any unused tax benefits of the Member arising during that
portion of the taxable year or in earlier years shall remain with Parent to the extent that the
Group has gained any tax benefit of that Member for the period in which the Departing Member
was included in the Group. Parent shall provide the Departing Member information regarding
the amounts of any tax benefits unused by the Group for use by Departing Member in later
separate return years in accordance with provisions of applicable law.

            (d) Other Income Taxes. Rules similar to those in sub-section 8, above, but modified
to the extent necessary to be consistent with the laws of the particular taxing jurisdiction, shall
apply to govern circumstances in which a Group member is no longer considered part of the
group that files a combined or consolidated return with a taxing jurisdiction.

9. Indemnification.

            (a) Member agrees to indemnify and hold harmless Parent with respect to any liability
for federal income taxes, including any interest thereon, any additions to such taxes and
assessable penalties imposed with respect thereto (collectively "Taxes") to the extent that
Parent's liability for such Taxes is attributable to the failure of such Member to make the
payments required of it pursuant to Sections 3 and 4 of this Agreement or to the failure of such
subsidiary to comply with subsection(a) of Section 2 of this Agreement.

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          (b) Parent agrees to indemnify and hold Member harmless with respect to any Liability
for federal income taxes, including any interest thereon, any additions to such taxes and
assessable penalties imposed with respect thereto (collectively, "Taxes"), where such Liability
arises solely by reason of such Member being severally liable for any taxes of the Group
pursuant to Treas. Reg. Section 1.1502-6; provided, however, that such Member shall not be
entitled to indemnification by Parent pursuant to this Section 5 unless such Member has made all
payments required of it pursuant to Sections 3 and 4 of this Agreement and fully complied with
subsection(a) of Section 2 of this Agreement.

           (c) Payment pursuant to the indemnity provided in this Section 5 shall be made within
ten (10) days of notice that a payment requiring indemnification under this Section 5 has been
made by the Parent.

10. Tax Controversies and Contest.

If a consolidated federal income tax return of the Group for any taxable year during which this
Agreement is in effect is examined by the Service or a consolidated, combined or separate return
is examined by any state or local taxing jurisdiction, the examination as well as any other matters
relating to that tax return, including any tax litigation, shall be handled by Parent on behalf of the

11. Changes in Tax Year.

In the event that Parent changes its tax year end to other than a calendar year, Member shall
change its tax year to coincide with Parent's tax year, and all references in this Agreement to due
dates of tax returns and payments shall be modified to refer to the corresponding quarterly or
annual periods.

12. Miscellaneous.

12.1. No Conflict of Interest. None of the parties hereto will, on or after the date of this
Agreement, enter into any agreement that is inconsistent with the rights granted to the other party
in this Agreement or otherwise conflicts with the provisions hereof.

12.2. Notices. All notices and other communications provided for or permitted hereunder shall
be made in writing by hand delivery, registered first-class mail, facsimile or air courier
guaranteed overnight delivery:

      (i) if to Parent, to:_________________________________________________
      _________________________________________________ [PROVIDE ADDRESS

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(ii) if to Member(s), to_____________________________________________________

All such notices and communications shall be deemed to have been duly given: (i)at the time
delivered by hand, if personally delivered; (ii) five business days after being deposited in the
mail, postage prepaid, if mailed; (iii) when answered back, if delivered by facsimile; and (iv) on
the next business day if timely delivered to an air courier guaranteeing overnight delivery.

12.3. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon,
the successors and assigns of each of the parties hereto. This Agreement is not intended to
benefit any person other than the parties hereto, each of their respective successors and assigns.
No person not (i) a party or (ii) a party's successor or assign shall be a third party beneficiary

12.4. Counterparts. This Agreement may be executed simultaneously in two or more
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

12.5. Headings. The descriptive headings in this Agreement are for the convenience of reference
only and shall not limit or otherwise affect the meaning thereof.

12.6. Governing Law. This Agreement shall be governed by, interpreted and enforced in
accordance with the laws of the State of _______________ [PROVIDE NAME OF STATE]
(regardless of the laws that might be applicable under principles of conflicts of laws).

12.7. Severability. In the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of any such provision in such jurisdiction in
any other respect and of the remaining provisions herein shall not be affected or impaired

12.8. Entire Agreement. This agreement contains the entire understanding of the parties. There
are no representations, warranties, promises, covenants or undertakings of any nature
whatsoever, except as herein expressly set forth. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject matter.

12.9. Attorneys Fees. In any action or proceeding brought to enforce any provision of this
Agreement, the successful party shall be entitled to recover reasonable attorneys' fees, including
such fees on appeal, in addition to its costs and expenses and any other available remedy.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and
delivered by their duly authorized officers or representatives as of the date hereof.

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By:       _____________________________

Name:     _____________________________

Title:    _____________________________


By:       _____________________________

Name:     _____________________________

Title:    _____________________________

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                                           SCHEDULE A


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