Certain Transferred Obligation Tax Benefits. The parties agree as follows: (A) In connection with the Transactions and pursuant to the provisions of the Distribution Agreement and/or its related agreements among the parties, certain fixed or contingent obligations of Parent and Xxxxxx relating to periods prior to the Distribution Date, including, without limitation, compensation and benefit related obligations to or with respect to Pre- Distribution Parent Employees or Pre-Distribution Xxxxxx Employees (as those terms are defined in Section 5.04(vi)(D)), other than obligations related to Substituted Equity Incentives as provided for under Section 5.04(d)(vi), are being paid by (or reimbursed to Parent by), or assigned to and assumed by, New Fluor and/or other members of the New Fluor Group (collectively, the "Transferred Obligations"). Without limitation on the foregoing, it is intended that the provisions of this Section 5.04(v)(A) shall apply to (1) New Fluor's payment or other satisfaction (or reimbursement to Parent for its payment or other satisfaction) of deferred compensation obligations to Pre-Distribution Employees, as defined in Section 5.04(vi)(D), and (2) New Fluor's payment or other satisfaction (or reimbursement to Parent or A.T. Xxxxxx for its payment or other satisfaction) of amounts payable to Xxx X. Xxxxxxxxxxx pursuant to the amendment to his employment agreement entered into in connection with the Distribution. Any Tax deduction or other Tax Benefit resulting from or attributable to the payment, reimbursement or other satisfaction of all or any portion of any such Transferred Obligation shall be allocable to the New Fluor Group member which pays, reimburses or otherwise satisfies such Transferred Obligation. Unless required otherwise by applicable Tax Law or the actions of a Tax Authority, the parties agree that the New Fluor Group shall be entitled to claim such Tax Benefit on the appropriate New Fluor Group Tax Return filed after the Distribution Date, and, except as provided under Section 5.04(d)(v)(B) below, the Parent Group shall not claim any such Tax Benefit on any Tax Return of the Parent Group. (B) If, pursuant to applicable Tax Law or the actions of a Tax Authority, a member of the Parent Group is required to, or if New Fluor and Parent mutually agree that Parent shall, claim a deduction or other Tax Benefit attributable to the payment or other satisfaction by a New Fluor Group member of a Transferred Obligation, Parent shall pay to New Fluor the excess of (i) the amount of any Tax refund or Tax reduction which the Parent Group obtains as a result of, or which is otherwise attributable to, claiming such deduction or other Tax Benefit on its Tax Returns, over (ii) the amount of any Tax incurred by the Parent Group as a result of, or which is otherwise attributable to, the assumption, payment, reimbursement or other satisfaction of the Transferred Obligation by New Fluor and/or other members of the New Fluor Group (any such excess amount, the "Transferred Obligation Tax Benefit Amount"). Such Transferred Obligation Tax Benefit Amount shall be paid by Parent to New Fluor within 20 business days following the date (herein the "Transferred Obligation Tax Benefit Date") as of which the Parent Group receives any such Tax refund and/or is credited with or otherwise receives the benefit of any such Tax reduction (which Date, in the case of a Parent Tax Return on which Parent originally claims a deduction or other Tax Benefit attributable to the payment or other satisfaction of a Transferred Obligation, shall be the due date (determined without regard to extensions) for the filing of such Return). If Parent does not make such payment within 3 business days following the Transferred Obligation Tax Benefit Date, then Parent also shall pay to New Fluor, together with such payment to New Fluor, interest on such Transferred Obligation Tax Benefit Amount calculated at the Base Rate from the Transferred Obligation Tax Benefit Date to the date of the payment hereunder. If, pursuant to an Audit Adjustment, a Tax Authority disallows a Tax Benefit claimed by the New Fluor Group on its Tax Returns with respect to the payment or other satisfaction of such a Transferred Obligation, New Fluor shall be entitled to require Parent to seek to obtain the Tax Benefits attributable thereto pursuant to the provisions of Section 5.04(c), in which case Parent shall be obligated to pay to New Fluor the amount of any Tax Benefits obtained, together with interest, in accordance with the provisions of this Section 5.04(d)(v)(B) and the foregoing provisions of this Section 5.04(d). (C) In connection with its payment or other satisfaction of all or any portion of a Transferred Obligation, New Fluor shall pay, make, withhold and/or deposit all employment and payroll Taxes and Tax withholdings as required under applicable Tax Laws. If, pursuant to applicable Tax Law or the actions of a Tax Authority, a member of the Parent Group is required to, or if New Fluor and Parent mutually agree that Parent shall, claim a deduction or other Tax Benefit attributable to the payment or other satisfaction of all or any portion of a Transferred Obligation, or if a member of the Parent Group is otherwise required to pay employment or payroll Taxes with respect to the payment or other satisfaction of all or any portion of a Transferred Obligation, then New Fluor shall reimburse Parent for the full amount of such employment and payroll Taxes paid by Parent, with such reimbursement to be made within three business days following New Fluor's receipt of demand therefor from Parent.
Appears in 2 contracts
Samples: Tax Sharing Agreement (Fluor Corp), Tax Sharing Agreement (Massey Energy Co)
Certain Transferred Obligation Tax Benefits. The parties agree as follows:
(A) In connection with the Transactions and pursuant to the provisions of the Distribution Agreement and/or its related agreements among the parties, certain fixed or contingent obligations of Parent and Xxxxxx relating to periods prior to the Distribution Date, including, without limitation, compensation and benefit related obligations to or with respect to Pre- Distribution Parent Employees or Pre-Distribution Xxxxxx Employees (as those terms are defined in Section 5.04(vi)(D)), other than obligations related to New Fluor Substituted Equity Incentives as provided for under Section 5.04(d)(vi), are being paid by (or reimbursed to Parent by), or assigned to and assumed by, by New Fluor and/or other members of the New Fluor Group (collectively, the "Transferred Obligations"). Without limitation on the foregoing, it is intended that the provisions of this Section 5.04(v)(A) shall apply to (1) New Fluor's payment or other satisfaction (or reimbursement to Parent for its payment or other satisfaction) of deferred compensation obligations to Pre-Distribution Employees, as defined in Section 5.04(vi)(D), and (2) New Fluor's payment or other satisfaction (or reimbursement to Parent or A.T. Xxxxxx for its payment or other satisfaction) of amounts payable to Xxx X. Xxxxxxxxxxx pursuant to the amendment to his employment agreement entered into in connection with the Distribution. Any Tax deduction or other Tax Benefit resulting from or attributable to the payment, reimbursement payment or other satisfaction of all or any portion of any such Transferred Obligation shall be allocable to the New Fluor Group member which pays, reimburses pays or otherwise satisfies such Transferred Obligation. Unless required otherwise by applicable Tax Law or the actions of a Tax Authority, the parties agree that the New Fluor Group shall be entitled to claim such Tax Benefit on the appropriate New Fluor Group Tax Return filed after the Distribution Date, and, except as provided under Section 5.04(d)(v)(B) below, the Parent Group shall not claim any such Tax Benefit on any Tax Return of the Parent Group.
(B) If, pursuant to applicable Tax Law or the actions of a Tax Authority, a member of the Parent Group is required to, or if New Fluor and Parent mutually agree that Parent shall, claim a deduction or other Tax Benefit attributable to the payment or other satisfaction by a New Fluor Group member of a Transferred Obligation, Parent shall pay to New Fluor the excess of (i) the amount of any Tax refund or refund, Tax reduction or other Tax Benefit (inclusive of the Present Value of any future Tax Benefit) which the Parent Group obtains as a result of, of or which is otherwise attributable to, to claiming such deduction or other Tax Benefit on its Tax Returns, over (ii) the amount of any such aggregate Tax incurred by the Parent Group as a result of, or which is otherwise attributable to, the assumption, payment, reimbursement or other satisfaction of the Transferred Obligation by New Fluor and/or other members of the New Fluor Group (any such excess Benefit amount, the "Transferred Obligation Tax Benefit Amount"). Such Transferred Obligation Tax Benefit Amount shall be paid by Parent to New Fluor within 20 business thirty days following the date (herein the "Transferred Obligation Tax Benefit Date") as of which the Parent Group receives any such Tax refund and/or is credited with or otherwise receives the benefit of any such Tax reduction or other current or future Tax Benefit (which Date, in the case of a Parent Tax Return on which Parent originally claims a deduction or other Tax Benefit attributable to the payment or other satisfaction of a Transferred Obligation, shall be the due date (determined without regard to extensions) for the filing of such Return). If Parent does not make such payment within 3 business days following the Transferred Obligation Tax Benefit Date, then Parent also shall pay to New Fluor, together with such payment to New Fluor, interest on such Transferred Obligation Tax Benefit Amount calculated at the Base Rate from the Transferred Obligation Tax Benefit Date to the date of the payment hereunder. If, pursuant to an Audit Adjustment, a Tax Authority disallows a Tax Benefit claimed by the New Fluor Group on its Tax Returns with respect to the payment or other satisfaction of such a Transferred Obligation, New Fluor shall be entitled to require Parent to seek to obtain the Tax Benefits attributable thereto pursuant to the provisions of Section 5.04(c), in which case Parent shall be obligated to pay to New Fluor the amount or value of any Tax Benefits obtained, together with interest, in accordance with the provisions of this Section 5.04(d)(v)(B) and the foregoing provisions of this Section 5.04(d).
(C) In connection with its payment or other satisfaction of all or any portion of a Transferred Obligation, New Fluor shall pay, make, withhold and/or deposit all employment and payroll Taxes and Tax withholdings as required under applicable Tax Laws. If, pursuant to applicable Tax Law or the actions of a Tax Authority, a member of the Parent Group is required to, or if New Fluor and Parent mutually agree that Parent shall, claim a deduction or other Tax Benefit attributable to the payment or other satisfaction of all or any portion of a Transferred Obligation, or if a member of the Parent Group is otherwise required to pay employment or payroll Taxes with respect to the payment or other satisfaction of all or any portion of a Transferred Obligation, then New Fluor shall reimburse Parent for the full amount of such employment and payroll Taxes paid by Parent, with such reimbursement to be made within three business days following New Fluor's receipt of demand therefor from Parent.
Appears in 1 contract
Samples: Tax Sharing Agreement (Fluor Corp)
Certain Transferred Obligation Tax Benefits. The parties agree as follows:
(A) In connection with the Transactions and pursuant to the provisions of the Distribution Agreement and/or its related agreements among the parties, certain fixed or contingent obligations of Parent and Xxxxxx relating to periods prior to the Distribution Date, including, without limitation, compensation and benefit related obligations to or with respect to Pre- Distribution Parent Employees or Pre-Distribution Xxxxxx Employees (as those terms are defined in Section 5.04(vi)(D)), other than obligations related to Substituted Equity Incentives as provided for under Section 5.04(d)(vi), are being paid by (or reimbursed to Parent by), or assigned to and assumed by, New Fluor and/or other members of the New Fluor Group (collectively, the "Transferred Obligations"). Without limitation on the foregoing, it is intended that the provisions of this Section 5.04(v)(A) shall apply to (1) New Fluor's payment or other satisfaction (or reimbursement to Parent for its payment or other satisfaction) of deferred compensation obligations to Pre-Distribution Employees, as defined in Section 5.04(vi)(D), and (2) New Fluor's payment or other satisfaction (or reimbursement to Parent or A.T. Xxxxxx for its payment or other satisfaction) of amounts payable to Xxx X. Xxxxxxxxxxx pursuant to the amendment to his employment agreement entered into in connection with the Distribution. Any Tax deduction or other Tax Benefit resulting from or attributable to the payment, reimbursement reimbursement, assumption or other satisfaction of all or any portion of any such Transferred Obligation shall be allocable to the New Fluor Group member which pays, reimburses reimburses, assumes or otherwise satisfies such Transferred Obligation. Unless required otherwise by applicable Tax Law or the actions of a Tax Authority, the parties agree that the New Fluor Group shall be entitled to claim such Tax Benefit on the appropriate New Fluor Group Tax Return filed after the Distribution Date, and, except as provided under Section 5.04(d)(v)(B) below, the Parent Group shall not claim any such Tax Benefit on any Tax Return of the Parent Group.
(B) If, pursuant to applicable Tax Law or the actions of a Tax Authority, a member of the Parent Group is required to, or if New Fluor and Parent mutually agree that Parent shall, claim a deduction or other Tax Benefit attributable to the payment or other satisfaction by a New Fluor Group member of a Transferred Obligation, Parent shall pay to New Fluor the excess of (i) the amount of any Tax refund or Tax reduction which the Parent Group obtains as a result of, or which is otherwise attributable to, claiming such deduction or other Tax Benefit on its Tax Returns, over (ii) the amount of any Tax incurred by the Parent Group as a result of, or which is otherwise attributable to, the assumption, payment, reimbursement or other satisfaction of the Transferred Obligation by New Fluor and/or other members of the New Fluor Group Returns (any such excess Tax Benefit amount, the "Transferred Obligation Tax Benefit Amount"). Such Transferred Obligation Tax Benefit Amount shall be paid by Parent to New Fluor within 20 business days following the date (herein the "Transferred Obligation Tax Benefit Date") as of which the Parent Group receives any such Tax refund and/or is credited with or otherwise receives the benefit of any such Tax reduction (which Date, in the case of a Parent Tax Return on which Parent originally claims a deduction or other Tax Benefit attributable to the payment or other satisfaction of a Transferred Obligation, shall be the due date (determined without regard to extensions) for the filing of such Return). If Parent does not make such payment within 3 business days following the Transferred Obligation Tax Benefit Date, then Parent also shall pay to New Fluor, together with such payment to New Fluor, interest on such Transferred Obligation Tax Benefit Amount calculated at the Base Rate from the Transferred Obligation Tax Benefit Date to the date of the payment hereunder. If, pursuant to an Audit Adjustment, a Tax Authority disallows a Tax Benefit claimed by the New Fluor Group on its Tax Returns with respect to the payment or other satisfaction of such a Transferred Obligation, New Fluor shall be entitled to require Parent to seek to obtain the Tax Benefits attributable thereto pursuant to the provisions of Section 5.04(c), in which case Parent shall be obligated to pay to New Fluor the amount of any Tax Benefits obtained, together with interest, in accordance with the provisions of this Section 5.04(d)(v)(B) and the foregoing provisions of this Section 5.04(d).
(C) In connection with its payment or other satisfaction of all or any portion of a Transferred Obligation, New Fluor shall pay, make, withhold and/or deposit all employment and payroll Taxes and Tax withholdings as required under applicable Tax Laws. If, pursuant to applicable Tax Law or the actions of a Tax Authority, a member of the Parent Group is required to, or if New Fluor and Parent mutually agree that Parent shall, claim a deduction or other Tax Benefit attributable to the payment or other satisfaction of all or any portion of a Transferred Obligation, or if a member of the Parent Group is otherwise required to pay employment or payroll Taxes with respect to the payment or other satisfaction of all or any portion of a Transferred Obligation, then New Fluor shall reimburse Parent for the full amount of such employment and payroll Taxes paid by Parent, with such reimbursement to be made within three business days following New Fluor's receipt of demand therefor from Parent.
Appears in 1 contract
Samples: Tax Sharing Agreement (Fluor Corp)