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EXHIBIT 10.10
TAX ASSURANCE AGREEMENT
This TAX ASSURANCE AGREEMENT (this "Agreement"), dated as of September
13, 1996, is made and entered into by and between LOCKHEED XXXXXX CORPORATION,
a Maryland corporation ("Lockheed Xxxxxx"), and XXXXXX XXXXXXXX MATERIALS,
INC., a North Carolina corporation ("Materials").
RECITALS
1. Materials is a New York Stock Exchange listed corporation.
Lockheed Xxxxxx owns, directly or indirectly through its wholly owned
subsidiary, Xxxxxx Xxxxxxxx Investments, Inc., 37,350,000 shares (approximately
81% of the outstanding shares) of Materials Common Stock.
2. Lockheed Xxxxxx has determined to distribute all of the shares
it owns in Materials to Lockheed Xxxxxx stockholders by means of a transaction
(the "Transaction") intended to qualify as a Tax-Free Distribution.
3. Due to compelling strategic business considerations, Lockheed
Xxxxxx'x and Materials' Boards of Directors have determined that it is in the
best interests of the corporations and their stockholders and shareholders to
effect the Transaction.
4. The Board of Directors of Materials has determined that
Materials will realize significant independent benefits as a result of the
Transaction, which benefits will include, among other things: (a) facilitating
the future issuance by Materials of its stock to finance strategic acquisitions
in pursuit of its growth strategy; (b) permitting Materials to implement more
effective management stock incentive programs and employee stock compensation
programs; (c) permitting Materials to have direct control over its
administrative costs; and (d) allowing Materials' credit rating to be evaluated
independently of Lockheed Xxxxxx'x credit rating.
5. It is fundamental to achieving the strategic benefits of the
Transaction that it qualify as a Tax-Free Distribution.
6. Lockheed Xxxxxx and Materials have mutually agreed to enter
into this Agreement in order to give assurances to each other that the
Transaction will constitute a Tax-Free Distribution.
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, each of Lockheed
Xxxxxx and Materials, intending to be legally bound, hereby agrees as follows:
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ARTICLE I.
DEFINITIONS AND CONSTRUCTION
Section 1.1 Certain Definitions. As used in this Agreement, the
following terms shall have the meanings specified below:
"Affiliate" shall mean, with respect to any Person, any other Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by, or is under common Control with, such Person.
"Associate" shall have the meaning ascribed to such term in Rule 12b-2
under the Exchange Act.
"Beneficial Owner" (including, with its correlative meanings,
"Beneficially Own" and "Beneficial Ownership"), with respect to any securities,
shall mean any Person which:
(a) has, or any of whose Affiliates or Associates has,
directly or indirectly, the right to acquire (whether such right is exercisable
immediately or only after the passage of time) such securities pursuant to any
agreement, arrangement or understanding (whether or not in writing), or upon
the exercise of conversion rights, exchange rights, warrants or options, or
otherwise;
(b) has, or any of whose Affiliates or Associates has,
directly or indirectly, the right to vote or dispose of such securities
(whether such right is exercisable immediately or only after the passage of
time) or "beneficial ownership" of such securities (as determined pursuant to
Rule 13d-3 under the Exchange Act as in effect on the date hereof but including
all such securities which a Person has the right to acquire beneficial
ownership of, whether or not such right is exercisable within the 60-day period
specified therein), including pursuant to any agreement, arrangement or
understanding (whether or not in writing); or
(c) has, or any of whose Affiliates or Associates has,
any agreement, arrangement or understanding (whether or not in writing) for the
purpose of acquiring, holding, voting or disposing of any securities which are
Beneficially Owned, directly or indirectly, by any other Person (or any
Affiliate or Associate thereof).
"Contract" shall mean any agreement, arrangement or understanding,
whether written or oral.
"Control" (including, with its correlative meanings, "Controlled by"
and "under common Control with") shall mean, with respect to a Person or Group,
possession by such Person or Group of the power, directly or indirectly, (a) to
elect a majority of the board of directors (or equivalent governing body) of
the entity in question or (b) to direct or cause the direction of the
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management and policies of or with respect to the entity in question, whether
through ownership of securities, by contract or otherwise.
"Exchange Act" shall mean the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder.
"Group" shall mean any group within the meaning of Section 13(d)(3) of
the Exchange Act.
"Lockheed Xxxxxx Common Stock" shall mean the shares of common stock
of Lockheed Xxxxxx, par value $1.
"Materials Rights Plan" shall mean the Rights Plan as described in the
Form S-4 Registration Statement filed with the Securities and Exchange
Commission by Materials (including the Offering Circular-Prospectus).
"Other Materials Stock" shall mean any class or series of capital
stock or any other instrument that would constitute "equity" of Materials for
federal income tax purposes other than Materials Common Stock.
"Restricted Period" shall mean the period beginning on the date of
this Agreement and ending on the second anniversary of the Transaction Date.
"Subsidiary" shall mean, with respect to any Person (the "Parent"),
any other Person in which the Parent, one or more Subsidiaries of the Parent,
or the Parent and one or more of its Subsidiaries (a) have the ability, through
ownership of securities individually or as a group, ordinarily, in the absence
of contingencies, to elect a majority of the directors (or individuals
performing similar functions) of such other Person or (b) own more than 50% of
the equity interests.
"Supplemental Tax Sharing Agreement" shall mean the Supplemental Tax
Sharing Agreement by and between Lockheed Xxxxxx and Materials, entered into in
connection with the Transaction.
"Transaction Date" shall mean the date that the Transaction is
completed.
"Transfer" shall mean any act pursuant to which, directly or
indirectly, the ownership of the assets or securities in question is sold,
transferred, conveyed, delivered or otherwise disposed of.
Section 1.2 Other Definitions. Each term appearing in this
Agreement with initial capitalization and not defined herein shall have the
meaning ascribed to it in the Supplemental Tax Sharing Agreement.
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Section 1.3 Interpretation and Construction of this Agreement.
The definitions in Section 1.1 and those incorporated by Section 1.2 shall
apply equally to both the singular and plural forms of the terms defined.
Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine or neuter form. The words "include," "includes" and
"including" shall be deemed to be followed by the phrase "without limitation."
The headings contained in this Agreement are inserted for convenience only and
shall not constitute a part hereof. All references herein to Articles and
Sections (other than references to Sections of the Code) shall be deemed to be
references to Articles and Sections of this Agreement unless the context shall
otherwise require. Unless the context shall otherwise require or provide, any
reference to any agreement or other instrument or statute or regulation is to
such agreement, instrument, statute or regulation as amended and supplemented
from time to time (and, in the case of a statute or regulation, to any
successor provision), provided, however, that no covenant herein shall be
deemed to have been breached because of a change in law or regulation which is
enacted or issued subsequent to the completion of the action or conduct which
is the subject of the covenant. This Agreement shall be construed in
accordance with its fair meaning and shall not be construed strictly against
the drafter.
ARTICLE II.
COVENANTS
Section 2.1 Conduct with Respect to Materials Common Stock and
Other Materials Stock. Materials covenants and agrees with Lockheed Xxxxxx
that it will not knowingly or willfully cause a Failure by undertaking,
authorizing, approving, recommending to Materials' shareholders, or entering
into any Contract or consummating any transaction during the Restricted Period
with respect to:
(a) the acquisition or proposed acquisition by any Person
other than Materials of Beneficial Ownership of any Materials Common Stock or
Other Materials Stock (whether from Materials or from one or more shareholders
of Materials), but excluding any conduct undertaken to permit, facilitate or
maintain the listing and general trading (as opposed to any specific
transaction) of Materials Common Stock on any public stock exchange (including
the New York Stock Exchange) and excluding any conduct undertaken to permit or
facilitate the issuance of securities, including, but not limited to, stock or
rights in connection with providing compensation to Materials' employees and
directors;
(b) the waiver, amendment, or termination of any
provision of the Materials Rights Plan in connection with, or in order to
permit or facilitate, any such acquisition or proposed acquisition of
Beneficial Ownership of Materials Common Stock or Other Materials Stock as
described in paragraph (a) of this Section 2.1;
(c) excluding stock, rights or other securities under the
Materials Rights Plan, (i) the issuance of any Other Materials Stock or (ii)
the issuance of any options, rights, warrants
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or securities exercisable for, or convertible into, any Other Materials Stock
or the entering into of any other similar arrangements with respect to the
issuance of any Other Materials Stock;
(d) the issuance of Materials Common Stock (including any
options, rights, warrants or securities exercisable for, or convertible into,
Materials Common Stock or any similar arrangements), except in connection with
providing compensation to Materials' employees and directors;
(e) any redemptions, repurchases or other acquisitions of
Materials Common Stock in a single transaction or in a series of related or
unrelated transactions, unless (i) such redemptions, repurchases or other
acquisitions are made (w) pursuant to a negotiated or private transaction with
respect to which discussions or negotiations commence no earlier than the end
of the 60-day period beginning on the Transaction Date and only if such
redemptions, repurchases or other acquisitions in a single transaction or a
series of related transactions will not exceed 250,000 shares of Materials
Common Stock or (x) in the open market, (ii) Materials does not have any reason
to believe that such redemptions, repurchases or other acquisitions are made
from (y) any shareholder owning one percent or more of the outstanding voting
power or equity interests of Materials or (z) any director or officer of
Materials, excluding redemptions, repurchases or other acquisitions from a
director who is ceasing to serve or an officer who is ceasing to be employed by
Materials, (iii) such redemptions, repurchases or other acquisitions of
Materials Common Stock, individually or in the aggregate during the Restricted
Period, do not result in the acquisition of more than 2.5 million shares of
Materials Common Stock, and (iv) such redemptions, repurchases or other
acquisitions will not exceed, in the aggregate, 250,000 shares of Materials
Common Stock during the 60 day period beginning on the Transaction Date; or
(f) the dissolution or complete or partial liquidation
(within the meaning of such term as defined in Section 302(e) of the Code) of
Materials or any announcement of any intention to dissolve or effect a complete
or partial liquidation of Materials.
Section 2.2 Conduct with Respect to the Business and Assets of
Materials. Materials covenants and agrees with Lockheed Xxxxxx that it will
not knowingly or willfully cause a Failure by undertaking, authorizing,
approving, recommending to Materials' shareholders, or entering into any
Contract or consummating any transaction during the Restricted Period with
respect to:
(a) the termination or discontinuance of a significant
portion of Materials' business operations as they existed prior to the
Transaction; or
(b) the Transfer, in a single transaction or in the
aggregate, other than in the ordinary course of business, of an amount of
assets owned by Materials (directly or indirectly through one or more entities)
immediately after the Transaction that would exceed 40% by fair market value of
the assets which it owned (directly or indirectly through one or more entities)
immediately after the Transaction.
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Section 2.3. Exception to Fault. Notwithstanding anything to the
contrary in this Agreement:
(a) if Materials obtains an Opinion of Counsel with
respect to any conduct, action or inaction that might otherwise constitute
Fault, excluding conduct, action or inaction under Section 2.5(b), Materials
shall not be at Fault with respect to any Failure resulting from the conduct or
action that is the subject of the Opinion of Counsel and Materials' only
indemnification obligation shall be determined pursuant to Sections 2.1 and 2.3
of the Supplemental Tax Sharing Agreement; and
(b) any conduct or action either party is required to
take (or refrain from taking) as a matter of law shall not form a basis for
Fault.
Section 2.4 Additional Covenant by Materials. With respect to
any written representation Materials delivers to the approved counsel in
connection with any Opinion of Counsel, and to the extent such representation
pertains to future actions or conduct by Materials (or any Affiliate, agent or
representative of Materials) and is expressly referred to in such Opinion of
Counsel, neither Materials nor any of its Affiliates nor any of their
respective officers, directors, employees, agents or representatives will take
any action (unless Materials receives an Opinion of Counsel with respect to
such action based on principles substantially identical to those set forth in
this Agreement) during the two-year period following the making of such
representation (the "Effective Period") that would have caused such
representation to be untrue if Materials or any such other Person had planned
or intended to take such action at the time Materials made the representation.
Materials' covenants and agreements contained in this Section 2.4 shall survive
until the later to occur of (a) the expiration of the Restricted Period and (b)
the expiration of all outstanding Effective Periods.
Section 2.5 Mutual Covenants by Lockheed Xxxxxx and Materials.
(a) In addition to the other covenants and agreements set
forth in this Agreement, each party and its Affiliates, officers, directors,
employees, agents and representatives will take, or refrain from taking, as the
case may be, such actions as the other party may reasonably request as
necessary to ensure that the Transaction is a Tax-Free Distribution, including
such actions as may be necessary to obtain or to prevent the withdrawal of the
King & Spalding Opinion.
(i) For purposes of this Section 2.5(a), in
determining what constitutes a reasonable request, all facts and circumstances
shall be considered including, without limitation, (y) the nature of risk to
the status of the Transaction as a Tax-Free Distribution if the request were
not satisfied and (z) the burden, if any, associated with satisfying the
request; in no event shall a request to Materials to take or refrain from
taking certain actions constitute a reasonable request if Materials obtains an
Opinion of Counsel stating that failing to comply with the request
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will neither cause the Transaction to fail to qualify under Section 355 of the
Code nor cause the distribution to be a disqualified distribution under Section
355(d) of the Code.
(ii) Without limiting the generality of the
foregoing, each party shall cooperate with the other if either party determines
to obtain any additional Opinion of Counsel pertaining to whether any actual or
proposed change in facts and circumstances affects the tax status of the
Transaction.
(iii) The incremental costs arising from any action
taken by a party pursuant to one or more requests by the other party under this
Section 2.5(a) shall be borne as follows: regardless of whether such costs
arise from one or more requests, the first $1 million of such costs (determined
on a cumulative basis) shall be borne entirely by the party of whom such
requests are made and any excess of such costs shall be borne 81% by Lockheed
Xxxxxx and 19% by Materials; provided, however, that the incremental costs
incurred and to be borne by Materials pursuant to this Section 2.5(a) shall in
no event exceed $25 million and shall be treated as a liability for purposes of
determining the aggregate liability of Materials under Section 2.1 of the
Supplemental Tax Sharing Agreement. In determining the incremental costs for
purposes of this Section 2.5(a)(iii), only the actual out-of-pocket costs,
reduced by the incremental actual cash receipts and taking into account all
income tax benefits or costs associated with such costs or receipts, shall be
taken into account.
(iv) To be effective, any request pursuant to this
Section 2.5(a) must be made in accordance with notice provisions of Section 3.2
and must conspicuously bear the following language: "THIS IS A REQUEST
PURSUANT TO SECTION 2.5(a) OF THE TAX ASSURANCE AGREEMENT RELATING TO ENSURING
THAT THE DISTRIBUTION OF XXXXXX XXXXXXXX MATERIALS IS A TAX-FREE DISTRIBUTION."
(v) The covenants and agreements contained in
this Section 2.5(a) shall survive until the expiration of Materials' covenants
and agreements under Section 2.4.
(b) The parties to this Agreement expressly agree to
characterize the Transaction as a Tax-Free Distribution in any tax return,
report or document filed with the Securities Exchange Commission or any
national securities exchange (including the New York Stock Exchange), any
report or document filed with any other governmental agency, and any
announcement or writing disseminated to the public, if such tax return, report,
document, announcement or writing discusses or describes the tax aspects or
consequences of the Transaction. The requirement of this Section 2.5(b) will
be deemed satisfied by the inclusion of, and the absence of any statement
explicitly inconsistently with, the following sentence in such report,
document, announcement or writing: "The distribution by Lockheed Xxxxxx
Corporation of the shares of common stock of Xxxxxx Xxxxxxxx Materials, Inc.
qualified as a tax-free distribution pursuant to Section 355 of the Internal
Revenue Code."
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(c) Each party agrees that from and after the date of
this Agreement, it shall not knowingly or willfully act (or knowingly or
willfully refrain from acting), except where required by law to do so, in a
manner which it believes would materially increase the likelihood of a Failure.
If either party is aware of action (or inaction) that the other party is
contemplating which such party believes would materially increase the
likelihood of a Failure and such party fails to promptly notify the other party
of such belief in accordance with the notice provisions of Section 3.2, such
action (or inaction) taken by the other party shall not constitute Fault.
ARTICLE III.
MISCELLANEOUS
Section 3.1 Survival. The covenants and agreements contained
herein shall survive until 30 days after the expiration of all applicable
statutes of limitations under the Code with respect to the Transaction, except
as otherwise provided herein. No investigation or other examination by
Lockheed Xxxxxx or Materials, or their respective representatives, shall affect
the term of survival of the covenants and agreements set forth in this
Agreement.
Section 3.2 Notices. Any notice, demand, request, claim or other
communication under this Agreement shall be in writing and shall be deemed to
have been given on the earliest of the following:
(a) upon the delivery thereof if delivered personally;
(b) on the date on which delivery thereof is guaranteed by the
carrier if delivered by a national courier guaranteeing
delivery within a fixed number of days of sending; or
(c) on the date on which facsimile transmission thereof is
confirmed "OK" by the receiving machine if transmitted by
facsimile machine and confirmed by delivery by one of the
prior methods;
but, in each case, only if addressed to the parties in the following manner at
the following addresses or facsimile numbers ("Fax") (or at such other address
or other facsimile number as a party may specify by written notice to the
other):
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Lockheed Xxxxxx: Lockheed Xxxxxx Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Senior Vice President and General Counsel
URGENT: NOTICE UNDER LOCKHEED
XXXXXX/MATERIALS TAX
AGREEMENT
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to: Lockheed Xxxxxx Corporation
0000 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxx 00000
Attention: Vice President and General Tax Counsel
URGENT: NOTICE UNDER LOCKHEED
XXXXXX/MATERIALS TAX
AGREEMENT
Tel: (000) 000-0000
Fax: (000) 000-0000
Materials: Xxxxxx Xxxxxxxx Materials, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Vice President and Chief Financial Officer
URGENT: NOTICE UNDER LOCKHEED
XXXXXX/MATERIALS TAX
AGREEMENT
Tel: (000) 000-0000
Fax: (000) 000-0000
With a copy to: Xxxxxx Xxxxxxxx Materials, Inc.
0000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Vice President and General Counsel
URGENT: NOTICE UNDER LOCKHEED
XXXXXX/MATERIALS TAX
AGREEMENT
Tel: (000) 000-0000
Fax: (000) 000-0000
Section 3.3 Entire Agreement. This Agreement, together with the
Tax Sharing Agreement and the Supplemental Tax Sharing Agreement, embodies the
entire agreement and
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understanding of the parties in respect of the subject matter contained herein
and in those documents. This provision shall not abrogate any other agreement
or understanding between the parties dealing with a different subject matter
that was executed contemporaneously with this Agreement. Except with respect to
any subsequent written modifications of this Agreement, this Agreement, the Tax
Sharing Agreement and the Supplemental Tax Sharing Agreement supersede any prior
agreements or understandings and abrogate any inconsistent provisions of any
contemporaneous agreements or understandings between the parties with respect to
the subject matter contained in this Agreement, the Tax Sharing Agreement and
the Supplemental Tax Sharing Agreement.
Section 3.4 Waiver, Amendment, etc. This Agreement may not be
amended or supplemented, and no waivers of or consents to departures from the
provisions hereof shall be effective, unless set forth in a writing signed by,
and delivered to, each party. No failure or delay of any party in exercising
any power or right under this Agreement will operate as a waiver thereof, nor
will any single or partial exercise of any right or power, or any abandonment or
discontinuance of steps to enforce such right or power, preclude any other or
further exercise thereof or the exercise of any other right or power.
Section 3.5 Governing Law. THIS AGREEMENT SHALL BE INTERPRETED,
AND THE RIGHTS, OBLIGATIONS AND LIABILITIES OF THE PARTIES HERETO DETERMINED,
IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW
PROVISIONS) OF THE STATE OF MARYLAND.
Section 3.6. Consent to Jurisdiction. LOCKHEED XXXXXX AGREES THAT
IT WILL BRING ANY ACTION OR PROCEEDING FOR THE ENFORCEMENT OF ANY RIGHT,
REMEDY, OBLIGATION OR LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS
AGREEMENT SOLELY IN THE STATE OR FEDERAL COURTS LOCATED IN NORTH CAROLINA.
MATERIALS AGREES THAT IT WILL BRING ANY ACTION OR PROCEEDING FOR THE
ENFORCEMENT OF ANY RIGHT, REMEDY, OBLIGATION OR LIABILITY ARISING UNDER OR IN
CONNECTION WITH THIS AGREEMENT SOLELY IN THE STATE OR FEDERAL COURTS LOCATED IN
MARYLAND. EACH PARTY HEREBY IRREVOCABLY WAIVES ITS RIGHT TO BRING ANY ACTION
OR PROCEEDING AGAINST THE OTHER EXCEPT IN ACCORDANCE WITH THE PRECEDING
SENTENCES. EACH PARTY CONSENTS THAT ALL SERVICE OF PROCESS MAY BE MADE BY
REGISTERED OR CERTIFIED MAIL DIRECTED TO THE PARTY AT THE ADDRESS STATED IN
SECTION 3.2.
Section 3.7 Severability. The invalidity or unenforceability of
any provision hereof in any jurisdiction will not affect the validity or
enforceability of the remainder hereof in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction. To the extent permitted by applicable law, each party waives any
provision of applicable law that renders any provision hereof prohibited or
unenforceable in any respect. If any
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provision of this Agreement is held to be unenforceable for any reason, it shall
be adjusted rather than voided, if possible, in order to achieve the intent of
the parties to the extent possible.
Section 3.8 Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute one and the same instrument.
Section 3.9 Binding Agreement. This Agreement shall be binding
upon and inure only to the benefit of the parties hereto and their respective
successors and permitted assigns (by merger, acquisition of assets, or
otherwise) to the same extent as if the successor or assign had been an
original party to this Agreement.
Section 3.10 No Third Party Beneficiaries. This Agreement is not
intended to benefit any Person other than the parties hereto and their
respective successors and permitted assigns, and no such Person shall be a
third party beneficiary hereof.
Section 3.11 Assignment. Neither Lockheed Xxxxxx nor Materials
shall assign this Agreement or any rights, interests or obligations hereunder,
or delegate performance of any of its obligations hereunder, without the prior
written consent of the other party.
Section 3.12 Costs and Expenses. All costs and expenses incurred
by Materials or Lockheed Xxxxxx relating to any Opinion of Counsel shall be
paid by the party seeking such Opinion of Counsel, and each party agrees to
indemnify the other against any and all such costs and expenses.
Section 3.13 Books, Records and Documentation. Each party shall
keep, maintain and preserve books, records and documentation necessary in or
applicable to the determination of liabilities pursuant to the Supplemental Tax
Sharing Agreement or this Agreement and the establishment of the Transaction as
a Tax-Free Distribution until the expiration of all applicable statutes of
limitations.
Section 3.14 Termination. The rights and obligations of the
parties to this Agreement shall terminate, and neither party shall have any
liability under this Agreement, if the Transaction is not consummated.
IN WITNESS WHEREOF, Lockheed Xxxxxx and Materials have caused their
respective duly authorized officers to execute this Agreement as of the day and
year first above written.
[signatures follow on separate pages]
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LOCKHEED XXXXXX CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
and Chief Financial Officer
THIS IS A SIGNATURE PAGE TO THE TAX ASSURANCE AGREEMENT
AND IS EXECUTED BY THE PARTY NAMED ABOVE.
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XXXXXX XXXXXXXX MATERIALS, INC.
By: /s/ Xxxxxxx X. Xxxxxx, Xx.
--------------------------------------------
Name: Xxxxxxx X. Xxxxxx, Xx.
Title: President and Chief Executive Officer
THIS IS A SIGNATURE PAGE TO THE TAX ASSURANCE AGREEMENT
AND IS EXECUTED BY THE PARTY NAMED ABOVE.
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