Common use of Certain Tax Sharing Obligations and Prior Agreements Clause in Contracts

Certain Tax Sharing Obligations and Prior Agreements. (a) Except as provided in Section 2.3(b)(ii) hereof, Torchmark shall be liable for and shall hold each member of the WRFI Group harmless on an after tax basis against (i) any liability attributable to any member of the Retained Group for Taxes, regardless of whether attributable to a Period Before Offering or a Period After Offering, including any such Tax liability asserted against any member of the WRFI Group under the provisions of Treas. Reg. 1.1502-6(a) that impose several liability on members of an affiliated group of corporations that files consolidated returns, or similar provisions of any foreign, state or local law, and (ii) any liability attributable to any member of the Retained Group or the WRFI Group for Taxes with respect to the WRAMCO Spinoff or with respect to any of the Intended Transactions (including all Intended Tax Results). Torchmark shall be entitled to any Tax Refund which is attributable to both an entity and a taxable year or taxable period for which Torchmark has liability hereunder. (b) WRFI shall be liable for and shall hold each member of the Retained Group harmless on an after tax basis against (i) except as provided in Sections 2.3(a)(ii) and 2.8 hereof, any liability attributable to any member of the WRFI Group for Taxes, regardless of whether attributable to a Period Before Offering or a Period After Offering, and (ii) any liability attributable to any member of the Retained Group or the WRFI Group for Taxes with respect to any of the Intended Transactions or the WRAMCO Spinoff caused by or resulting directly or indirectly from the breach (including inconsistent actions or positions, other than actions or positions referred to by the registration statement prepared in connection with the Offering), subsequent to the date of this Agreement, by any member of the WRFI Group of any of the agreements set forth in section 2.3(c) hereof, or of any of the representations, warranties or agreements of any member of the Torchmark Group set forth in the private letter ruling requests and supplemental submissions filed or to be filed with the Internal Revenue Service with respect to any of the Intended Transactions, but only to the extent the Retained Group in the aggregate is liable for more Taxes with respect to the Intended Transactions and the WRAMCO Spinoff than they would have been had such breach not occurred. WRFI shall be entitled to any Tax Refund which is attributable to both an entity and a taxable year or taxable period for which WRFI has liability hereunder. (c) Each party agrees to report and treat, and to cause its Subsidiaries to report and treat, (i) the Intended Transactions in accordance with the Intended Tax Results, and take no position inconsistent therewith in any document, filing or forum whether Tax related or not, and (ii) the WRAMCO Spinoff in accordance with the WRAMCO Ruling, and take no position inconsistent therewith in any document, filing or forum whether Tax related or not. Torchmark and WRFI shall not, and shall not permit any of their respective Subsidiaries to, take or cause or permit to be taken, any action that would cause (y) any Tax results to occur with respect to the Intended Transactions other than the Intended Tax Results, or (z) any Tax results to occur with respect to the WRAMCO Spinoff other than the Tax results contemplated by the WRAMCO Ruling. (i) Torchmark and WRFI and its Subsidiaries are parties to the Existing Tax Allocation Agreement. The parties acknowledge that the obligations of WRFI and its Subsidiaries under the Existing Tax Allocation Agreement will terminate as of the Offering Date, but that pursuant to section 10 of the Existing Tax Allocation Agreement it will remain in effect for each of WRFI and its Subsidiaries with respect to any period during which WRFI or such Subsidiary must be included in the Torchmark Group. Notwithstanding such continuing effect of the Existing Tax Allocation Agreement, the parties agree that to the extent the provisions of this Tax Disaffiliation Agreement and the provisions of the Existing Tax Allocation Agreement differ or conflict, the provisions of this Tax Disaffiliation Agreement shall be controlling, and the Existing Tax Allocation Agreement is hereby amended to such extent. (ii) In consideration of the mutual indemnities and other obligations of this Agreement, any and all existing tax sharing agreements and prior practices regarding Taxes and their payment, allocation, or sharing between any member of the Retained Group and any member of the WRFI Group (other than the Existing Tax Allocation Agreement) shall be terminated with respect to each member of the WRFI Group as of the Offering Date, provided, however, that such agreements and practices shall remain in effect for each of WRFI and its Subsidiaries with respect to any period during which WRFI or such Subsidiary must be included in the Torchmark Group. Notwithstanding such continuing effect of such agreements and practices, the parties agree that to the extent the provisions of this Tax Disaffiliation Agreement and the provisions of such agreements or practices differ or conflict, the provisions of this Tax Disaffiliation Agreement shall be controlling, and such agreements and practices are hereby amended to such extent.

Certain Tax Sharing Obligations and Prior Agreements. (a) Except as provided in Section 2.3(b)(ii2.3(b) hereof, Torchmark Newco shall be liable for and shall hold each member of the WRFI Retained Group harmless on an after tax basis against (i) any liability attributable to any member of the Retained Group for Taxes, regardless of whether Taxes attributable to a Period Before Offering or a Period After OfferingDistribution, including any such Tax liability asserted against any member of the WRFI Retained Group under the provisions of Treas. Reg. 1.1502-6(a) that impose several liability on members of an affiliated group of corporations that files consolidated returns, or similar provisions of any foreign, state or local law, law (or of any member of the Retained Group that is a successor to an entity that was 3 (b) Company shall be liable for and Company shall hold the Newco Group harmless against (iii) any liability attributable to any member of the Retained Group for Taxes attributable to a Period After Distribution and (ii) notwithstanding anything to the contrary herein, any Tax liability attributable to any member of the Newco Group or the WRFI Company Group for Taxes with respect to (including, without limitation, any such liability resulting from the WRAMCO Spinoff Transfer, the Distribution or with respect to the Merger) arising out of or resulting directly or indirectly from the breach of any of the Intended Transactions (including all Intended Tax Results)representations, warranties and covenants of Parent set forth in the Merger Agreement, the Distribution Agreement or this Agreement or the breach of any representations, warranties or covenants of the Company set forth in this Agreement, the Merger Agreement or the Distribution Agreement, to the extent the breach occurs after the Distribution Date. Torchmark Company shall be entitled to any Tax Refund refund or credit of Taxes which is attributable to both an entity and a taxable year or taxable period for which Torchmark has liability hereunder. (b) WRFI shall be liable for and shall hold each member of the Retained Group harmless on an after tax basis against (i) except as provided in Sections 2.3(a)(ii) and 2.8 hereof, any liability attributable to any member of the WRFI Group for Taxes, regardless of whether attributable to a Period Before Offering or a Period After Offering, and (ii) any liability attributable to any member of the Retained Group or the WRFI Group for Taxes with respect to any of the Intended Transactions or the WRAMCO Spinoff caused by or resulting directly or indirectly from the breach (including inconsistent actions or positions, other than actions or positions referred to by the registration statement prepared in connection with the Offering), subsequent to the date of this Agreement, by any member of the WRFI Group of any of the agreements set forth in section 2.3(c) hereof, or of any of the representations, warranties or agreements of any member of the Torchmark Group set forth in the private letter ruling requests and supplemental submissions filed or to be filed with the Internal Revenue Service with respect to any of the Intended Transactions, but only to the extent the Retained Group in the aggregate is liable for more Taxes with respect to the Intended Transactions and the WRAMCO Spinoff than they would have been had such breach not occurred. WRFI shall be entitled to any Tax Refund which is attributable to both an entity and a taxable year or taxable period for which WRFI Company has liability hereunder. (c) Each party agrees to report the Transfer as a tax-free transaction under Section 332, 351 or 368(a) of the Code, the Distribution as a tax- free distribution under Section 355 of the Code and treat, the Merger as a tax- free reorganization within the meaning of Section 368(a)(1)(B) of the Code on all tax returns and to cause its Subsidiaries to report and treat, (i) the Intended Transactions in accordance with the Intended Tax Resultsother filings, and take no position inconsistent therewith in any document, filing or forum whether Tax related or not, and (ii) the WRAMCO Spinoff in accordance with the WRAMCO Ruling, and take no position inconsistent therewith in any document, filing or forum whether Tax related or nottherewith. Torchmark and WRFI The parties shall not, and shall not permit any of their respective Subsidiaries to, take or cause or permit to be taken, any action that would cause (ydisqualify the Distribution as a tax-free distribution under Section 355 of the Code, disqualify the Transfer as a tax-free transaction under Section 332, 351 or 368(a) of the Code, or disqualify the Merger as a reorganization within the meaning of Section 368(a)(1)(B) of the Code, excluding any Tax results action to occur with respect be taken pursuant to the Intended Transactions other than Merger Agreement to effect the Intended Tax Results, or (z) any Tax results to occur with respect to the WRAMCO Spinoff other than the Tax results contemplated by the WRAMCO RulingMerger. (id) Torchmark Except as set forth in this Section 2.3 and WRFI and its Subsidiaries are parties to the Existing Tax Allocation Agreement. The parties acknowledge that the obligations of WRFI and its Subsidiaries under the Existing Tax Allocation Agreement will terminate as of the Offering Date, but that pursuant to section 10 of the Existing Tax Allocation Agreement it will remain in effect for each of WRFI and its Subsidiaries with respect to any period during which WRFI or such Subsidiary must be included in the Torchmark Group. Notwithstanding such continuing effect of the Existing Tax Allocation Agreement, the parties agree that to the extent the provisions of this Tax Disaffiliation Agreement and the provisions of the Existing Tax Allocation Agreement differ or conflict, the provisions of this Tax Disaffiliation Agreement shall be controlling, and the Existing Tax Allocation Agreement is hereby amended to such extent. (ii) In consideration of the mutual indemnities and other obligations of this Agreement, any and all existing tax sharing agreements and prior practices regarding Taxes and their payment, allocation, or sharing between any member of the Retained Group and any member of the WRFI Newco Group (other than the Existing Tax Allocation Agreement) shall be terminated with respect to each member of the WRFI Newco Group as of the Offering Distribution Date, provided, however, that such agreements and practices shall remain in effect for each of WRFI and its Subsidiaries with respect to any period during which WRFI or such Subsidiary must be included in the Torchmark Group. Notwithstanding such continuing effect of such agreements and practices, the parties agree that to the extent the provisions of this Tax Disaffiliation Agreement and the provisions of such agreements or practices differ or conflict, the provisions of this Tax Disaffiliation Agreement shall be controlling, and such agreements and practices are hereby amended to such extent.

Certain Tax Sharing Obligations and Prior Agreements. (a) Except as provided in Section 2.3(b)(ii) hereof, Torchmark shall be liable for and shall hold each member of the WRFI Group harmless on an after tax basis against (i) any liability attributable to any member of the Retained Group for Taxes, regardless of whether attributable to a Period Before Offering or a Period After Offering, including any such Tax liability asserted against any member of the WRFI Group under the provisions of Treas. Reg. 1.1502-6(a) that impose several liability on members of an affiliated group of corporations that files consolidated returns, or similar provisions of any foreign, state or local law, and (ii) any liability attributable to any member of the Retained Group or the WRFI Group for Taxes with respect to the WRAMCO Spinoff or with respect to any of the Intended Transactions (including all Intended Tax Results). Torchmark shall be entitled to any Tax Refund which is attributable to both an entity and a taxable year or taxable period for which Torchmark has liability hereunder. (b) WRFI shall be liable for and shall hold each member of the Retained Group harmless on an after tax basis against (i) except as provided in Sections 2.3(a)(ii) and 2.8 hereof, any liability attributable to any member of the WRFI Group for Taxes, regardless of whether attributable to a Period Before Offering or a Period After Offering, and (ii) any liability attributable to any member of the Retained Group or the WRFI Group for Taxes with respect to any of the Intended Transactions or the WRAMCO Spinoff caused by or resulting directly or indirectly from the breach (including inconsistent actions or positions, other than actions or positions referred to by the registration statement prepared in connection with the Offering), subsequent to the date of this Agreement, by any member of the WRFI Group of any of the agreements set forth in section 2.3(c) hereof, or of any of the representations, warranties or agreements of any member of the Torchmark Group set forth in the private letter ruling requests and supplemental submissions filed or to be filed with the Internal Revenue Service with respect to any of the Intended Transactions, but only to the extent the Retained Group in the aggregate is liable for more Taxes with respect to the Intended Transactions and the WRAMCO Spinoff than they would have been had such breach not occurred. WRFI shall be entitled to any Tax Refund which is attributable to both an entity and a taxable year or taxable period for which WRFI has liability hereunder. (c) Each party agrees to report and treat, and to cause its Subsidiaries to report and treat, (i) the Intended Transactions Intercompany Debt Settlement, the UILIC Capital Contribution, the UILIC Spinoff, the Offering, the American Life Distribution, the American Life Capital Contribution, the Liberty/WRFI Spinoff, and the Torchmark/WRFI Spinoff in accordance with the Intended Tax Results, and take no position inconsistent therewith in any document, filing or forum whether Tax related or not, and (ii) the WRAMCO Spinoff in accordance with the WRAMCO Ruling, and take no position inconsistent therewith in any document, filing or forum whether Tax related or not. Torchmark and WRFI shall not, and shall not permit any of their respective Subsidiaries to, take or cause or permit to be taken, any action that would cause (y) any Tax results to occur with respect to the Intended Transactions other than the Intended Tax Results, or (z) any Tax results to occur with respect to the WRAMCO Spinoff other than the Tax results contemplated by the WRAMCO Ruling. (i) Torchmark and WRFI and its Subsidiaries are parties to the Existing Tax Allocation Agreement. The parties acknowledge that the obligations of WRFI and its Subsidiaries under the Existing Tax Allocation Agreement will terminate as of the Offering Date, but that pursuant to section 10 of the Existing Tax Allocation Agreement it will remain in effect for each of WRFI and its Subsidiaries with respect to any period during which WRFI or such Subsidiary must be included in the Torchmark Group. Notwithstanding such continuing effect of the Existing Tax Allocation Agreement, the parties agree that to the extent the provisions of this Tax Disaffiliation Agreement and the provisions of the Existing Tax Allocation Agreement differ or conflict, the provisions of this Tax Disaffiliation Agreement shall be controlling, and the Existing Tax Allocation Agreement is hereby amended to such extent. (ii) In consideration of the mutual indemnities and other obligations of this Agreement, any and all existing tax sharing agreements and prior practices regarding Taxes and their payment, allocation, or sharing between any member of the Retained Group and any member of the WRFI Group (other than the Existing Tax Allocation Agreement) shall be terminated with respect to each member of the WRFI Group as of the Offering Date, provided, however, that such agreements and practices shall remain in effect for each of WRFI and its Subsidiaries with respect to any period during which WRFI or such Subsidiary must be included in the Torchmark Group. Notwithstanding such continuing effect of such agreements and practices, the parties agree that to the extent the provisions of this Tax Disaffiliation Agreement and the provisions of such agreements or practices differ or conflict, the provisions of this Tax Disaffiliation Agreement shall be controlling, and such agreements and practices are hereby amended to such extent.

Certain Tax Sharing Obligations and Prior Agreements. (a) Except as provided in Section 2.3(b)(ii2.3(b) hereof, Torchmark Newco shall be liable for and shall hold each member of the WRFI Retained Group harmless on an after tax basis against (i) any liability attributable to any member of the Retained Group for Taxes, regardless of whether Taxes attributable to a Period Before Offering or a Period After OfferingDistribution, including any such Tax liability asserted against any member of the WRFI Retained Group under the provisions of Treas. Reg. 1.1502-6(a) that impose several liability on members of an affiliated group of corporations that files consolidated returns, or similar provisions of any foreign, state or local law, and (ii) any liability attributable to any member of the Retained Group for Taxes resulting from the Distribution or the WRFI Merger, and (iii) any liability attributable to any member of the Newco Group for Taxes with respect Taxes, regardless of whether attributable to the WRAMCO Spinoff a Period Before Distribution or with respect to a Period After Distribution, including any liability asserted against any member of the Intended Transactions (including all Intended Tax Results)Newco Group under the provisions of Treas. Torchmark Reg. 1.1502-6(a) that impose several liability on members of an affiliated group of corporations that files consolidated returns, or similar provisions of any foreign, state or local law. Newco shall be entitled to any Tax Refund which is attributable to both an entity and a taxable year or taxable period for which Torchmark Newco has liability hereunder. (b) WRFI Company shall be liable for and Company and Buyer shall hold each member of the Retained Newco Group harmless on an after tax basis against (i) except as provided in Sections 2.3(a)(ii) and 2.8 hereof, any liability attributable to any member of the WRFI Group for Taxes, regardless of whether attributable to a Period Before Offering or a Period After Offering, and (ii) any liability attributable to any member of the Retained Group for Taxes attributable to a Period After Distribution and (ii) notwithstanding anything to the contrary herein, any Tax liability attributable to any member of the Newco Group or the WRFI Company Group for Taxes with respect to (including, without limitation, any of such liability resulting from the Intended Transactions Transfer, the Distribution or the WRAMCO Spinoff caused by Merger) arising out of or resulting directly or indirectly from the breach (including inconsistent actions or positions, other than actions or positions referred to by the registration statement prepared in connection with the Offering), subsequent to the date of this Agreement, by any member of the WRFI Group of any of the agreements set forth in section 2.3(c) hereof, or of any of the representations, warranties or agreements covenants of any member of the Torchmark Group Buyer set forth in the private letter ruling requests and supplemental submissions filed Merger Agreement, the Distribution Agreement, or to be filed with the Internal Revenue Service with respect to any of the Intended Transactions, but only to the extent the Retained Group in the aggregate is liable for more Taxes with respect to the Intended Transactions and the WRAMCO Spinoff than they would have been had such breach not occurredthis Agreement. WRFI Company shall be entitled to any Tax Refund which is attributable to both an entity and a taxable year or taxable period for which WRFI Company has liability hereunder. (c) Each party agrees to report the Transfer as one or more tax-free transactions under one or more of Section 332, 351 or 368(a) of the Code, the Distribution as a tax-free distribution under Section 355 of the Code and treat, the Merger as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code on all Tax Returns and to cause its Subsidiaries to report and treat, (i) the Intended Transactions in accordance with the Intended Tax Resultsother filings, and take no position inconsistent therewith in any documenttherewith, filing except for Taxes resulting from the Transfer or forum whether Tax related or not, and (ii) the WRAMCO Spinoff in accordance with the WRAMCO Ruling, and take no position inconsistent therewith in any document, filing or forum whether Tax related or not. Torchmark and WRFI shall not, and shall not permit any of their respective Subsidiaries to, take or cause or permit to be taken, any action that would cause (y) any Tax results to occur with respect to the Intended Transactions other than the Intended Tax Results, or (z) any Tax results to occur with respect to the WRAMCO Spinoff other than the Tax results contemplated by the WRAMCO Ruling. (i) Torchmark and WRFI and its Subsidiaries are parties to the Existing Tax Allocation Agreement. The parties acknowledge that the obligations of WRFI and its Subsidiaries under the Existing Tax Allocation Agreement will terminate as of the Offering Date, but that pursuant to section 10 of the Existing Tax Allocation Agreement it will remain in effect for each of WRFI and its Subsidiaries with respect to any period during which WRFI or such Subsidiary must be included in the Torchmark Group. Notwithstanding such continuing effect of the Existing Tax Allocation Agreement, the parties agree that to the extent the provisions of this Tax Disaffiliation Agreement and the provisions of the Existing Tax Allocation Agreement differ or conflict, the provisions of this Tax Disaffiliation Agreement shall be controlling, and the Existing Tax Allocation Agreement is hereby amended to such extent. (ii) In consideration of the mutual indemnities and other obligations of this Agreement, any and all existing tax sharing agreements and prior practices regarding Taxes and their payment, allocation, or sharing between any member of the Retained Group and any member of the WRFI Group (other than the Existing Tax Allocation Agreement) shall be terminated with respect to each member of the WRFI Group as of the Offering Date, provided, however, that such agreements and practices shall remain in effect for each of WRFI and its Subsidiaries with respect to any period during which WRFI or such Subsidiary must be included in the Torchmark Group. Notwithstanding such continuing effect of such agreements and practices, the parties agree that to the extent the provisions of this Tax Disaffiliation Agreement and the provisions of such agreements or practices differ or conflict, the provisions of this Tax Disaffiliation Agreement shall be controlling, and such agreements and practices are hereby amended to such extent.Distribution that