EXHIBIT 10.7
TAX SHARING AGREEMENT
BY
SCHLUMBERGER TECHNOLOGY CORPORATION
AND
SCHLUMBERGER B.V.
AND
NPTEST, INC.
TAX SHARING AGREEMENT
This Agreement is entered into as of July __, 2002 by Schlumberger
Technology Corporation ("STC"), a Texas corporation, Schlumberger B.V., a
Netherlands corporation ("SBV"), and NPTest, Inc., a Delaware corporation
("NPTest"). Capitalized terms used in this Agreement are defined herein. Unless
otherwise indicated, all "Section" references in this Agreement are to sections
of this Agreement.
RECITALS
WHEREAS, STI and SBV collectively own all of the currently issued and
outstanding common stock of NPTest;
WHEREAS, shortly hereafter, shares of NPTest common stock will be sold
to the public in an initial public offering (the "IPO");
WHEREAS, the parties desire to provide for and agree upon the
allocation between the parties of liabilities for Taxes arising prior to, as a
result of, and subsequent to the IPO, and to provide for and agree upon other
matters relating to Taxes;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
SECTION 1. Definition of Terms. For purposes of this Agreement
(including the recitals hereof), the following terms have the following
meanings:
"Agreement" means this Tax Sharing Agreement.
"Carryback" means any net operating loss, net capital loss, excess tax
credit, foreign tax credit or other similar Tax Item which may or must be
carried from one Tax Year to a prior Tax Year under applicable Tax Law.
"Code" means the U.S. Internal Revenue Code of 1986, as amended from
time to time, or any successor law.
"Combined Return" means any State or Foreign Income Tax Return which
is filed by one or more members of the Schlumberger Group and which includes one
or more members of the NPTest Group or in which income or deductions of any
member of the Schlumberger Group and income or deductions of any member of the
NPTest Group are combined.
"Combined Year" means any Tax Year for which a Combined Return is
filed.
"Company" means STC, SBV or NPTest, as the context requires.
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"Consolidated Return" means any Federal Income Tax Return which is
filed by STC, as common parent, and its eligible Subsidiaries and which includes
NPTest and its eligible Subsidiaries (if any).
"Consolidated Year" means any Tax Year for which a Consolidated Return
is filed.
"Federal Income Tax" means any Income Tax imposed by the United States
government.
"Foreign Income Tax" means any Income Tax imposed by any foreign
country or any possession of the United States or by any political subdivision
of any foreign country or possession of the United States.
"Group" means the Schlumberger Group or the NPTest Group, as the
context requires.
"Income Tax" means all Taxes (x) based upon, measured by, or
calculated with respect to, net income or net receipts, proceeds or profits or
(y) based upon, measured by, or calculated with respect to multiple bases
(including, but not limited to, corporate franchise and occupation Taxes) if
such Tax may be based upon, measured by, or calculated with respect to one or
more bases described in clause (x) above.
"Internal Restructuring" means the transfer by the Schlumberger Group
of assets and liabilities of the NPT Business to NPTest or other members of the
NPTest Group and other transactions incident to such transfers.
"Internal Revenue Service" means the United States Internal Revenue
Service.
"IPO" has the meaning set forth in the recital hereto.
"IPO Date" means the date of the IPO.
"NPT Business" means the business of providing advanced test and
diagnostic systems, and related product engineering services, and the assets
used in connection with that business, that the Schlumberger Group has
transferred and will transfer to NPTest.
"NPTest Group" means NPTest and all persons that are Subsidiaries of
NPTest immediately after the IPO or that become Subsidiaries of NPTest
thereafter. While the determination whether an entity is a Subsidiary of NPTest
will be made after the IPO, any entity which is thus determined to be a
Subsidiary of NPTest and which was a subsidiary of Schlumberger before the IPO
will be treated as a member of the NPTest Group for periods before as well as
after the IPO. If (x) the parties desired that an entity be a Subsidiary of
NPTest immediately after the IPO, (y) the transfer of the entity to NPTest was
not completed by the IPO Date because of applicable legal restrictions, and
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(z) the transfer is subsequently completed, that entity will be treated as a
member of the NPTest Group for all periods.
"Other Tax" means any Tax that is not an Income Tax.
"Payment Date" means (x) with respect to any Consolidated Return, the
due date for any required installment of estimated taxes determined under Code
Section 6655, the due date (determined without regard to extensions) for filing
the return determined under Code Section 6072, and the date the return is filed,
and (y) with respect to any Combined Return, the corresponding dates determined
under the applicable Tax Law.
"Schlumberger" means Schlumberger Limited.
"Schlumberger Group" means Schlumberger Limited and its Subsidiaries,
other than members of the NPTest Group.
"State Income Tax" means any Income Tax imposed by any State of the
United States or by any political subdivision of any such State.
"Subsidiary" means any entity that directly or indirectly is
"controlled" by the person or entity in question. "Control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through ownership
of voting securities, by contract or otherwise.
"Tax" or "Taxes" means any income, gross income, gross receipts,
profits, capital stock, franchise, withholding, payroll, social security,
workers compensation, unemployment, disability, property, ad valorem, stamp,
excise, severance, occupation, service, sales, use, license, lease, transfer,
import, export, value added, alternative minimum, estimated or other similar tax
(including any fee, assessment, or other charge in the nature of or in lieu of
any tax) imposed by any Tax Authority and any interest, penalties, additions to
tax, or additional amounts in respect of the foregoing.
"Tax Authority" means, with respect to any Tax, the governmental
entity or political subdivision thereof that imposes such Tax, and the agency
(if any) charged with the collection of such Tax for such entity or subdivision.
"Tax Benefit" means an actual reduction in the Tax liability of a
taxpayer.
"Tax Contest" means an audit, review, examination, or any other
administrative or judicial proceeding with the purpose or effect of
redetermining Taxes of any member of either Group (including any administrative
or judicial review of any claim for refund).
"Tax Item" means, with respect to any Income Tax, any item of income,
gain, loss, deduction, or credit.
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"Tax Law" means the law of any governmental entity or political
subdivision thereof relating to any Tax.
"Tax Records" means Tax Returns, Tax Return work papers, documentation
relating to any Tax Contests, and any other books of account or records required
to be maintained under applicable Tax Laws or under any record retention
agreement with any Tax Authority.
"Tax Return" means any report of Taxes due, any claims for refund of
Taxes paid, any information return with respect to Taxes, or any other similar
report, statement, declaration, or document required to be filed under any
applicable Tax Law, including any attachments, exhibits, or other materials
submitted with any of the foregoing, and including any amendments or supplements
to any of the foregoing.
"Tax Year" means, with respect to any Tax, the year, or shorter
period, if applicable, for which the Tax is reported as provided under
applicable Tax Law.
"Treasury Regulations" means the regulations promulgated from time to
time under the Code as in effect for the relevant Tax Year.
SECTION 2. Allocation of Income Tax Liabilities.
2.1 Federal Income Taxes. Liability for Federal Income Taxes shall be
allocated as follows:
(a) Consolidated Years.
(i) Except as provided in Section 2.1(a)(ii), for each
Consolidated Year, NPTest shall be liable for and pay to STC an amount equal to
Federal Income Taxes determined under the "Stand Alone Method." Under this
method, NPTest's liability for Taxes for any Consolidated Year shall be computed
as if NPTest and eligible Subsidiaries were not required to join and did not
join in the Consolidated Return for that Consolidated Year but instead filed
their own consolidated Federal Income Tax Return, on which NPTest's tax
liability was calculated consistently with the principles of Treasury Regulation
section 1.1552-1(a)(2)(ii).
(ii) NPTest shall not be liable for any Federal Income Taxes
(x) for any Consolidated Year which ends on or before the IPO Date, or (y) for
the portion which ends on the IPO Date of any Consolidated Year which begins
before and ends after the IPO Date. For purposes of determining the Federal
Income Taxes described in clause (y) of the immediately preceding sentence, any
Consolidated Year which begins before and ends after the IPO Date shall be
treated as two Consolidated Years, one ending on the IPO Date and the other
beginning on the following day, and all calculations shall be made by
specifically apportioning each Tax Item to the hypothetical Consolidated Year in
which such Tax Item was incurred rather than by the use of any otherwise
permissible pro ration or estimates.
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(iii) STC shall be liable for all Federal Income Taxes for
all Consolidated Years other than amounts for which NPTest is liable pursuant to
this Section 2.1(a).
(b) Tax Years Other Than Consolidated Years. NPTest shall be
liable for all Federal Income Taxes imposed on members of the NPTest Group with
respect to all Tax Years which are not Consolidated Years. STC shall be liable
for all Federal Income Taxes imposed on members of the Schlumberger Group with
respect to all Tax Years which are not Consolidated Years.
2.2 State Income Taxes. Liability for State Income Taxes shall be
allocated between STC and NPTest under the same principles as set forth in
Section 2.1(a) with respect to liability for Federal Income Taxes, to the end
that (x) STC shall be liable for all State Income Taxes for any Combined Year or
portion thereof ending on or before the IPO Date, (y) NPTest shall be liable for
State Income Taxes attributable to the NPTest Group, under the principles of the
Stand Alone Method, for any Combined Year or portion thereof which begins after
the IPO Date, and (z) STC and NPTest shall be liable for all other State Income
Taxes imposed on members of the Schlumberger Group or the NPTest Group,
respectively.
2.3 Foreign Income Taxes.
(a) Liability for Foreign Income Taxes. NPTest shall be liable
for and pay to SBV any Foreign Income Taxes with respect to any Combined Year in
an amount that is equal to the amount determined under the principles of the
Stand Alone Method for such Combined Year. Except as just indicated, SBV shall
be liable for all Foreign Income Taxes imposed on members of the Schlumberger
Group, and NPTest shall be liable for all Foreign Income Taxes imposed on
members of the NPTest Group.
(b) Elections Not to Have Combined Years. SBV and NPTest shall
cause members of the Schlumberger Group and of the NPTest Group, respectively,
to make all elections and take all other steps which are available under
applicable law to reduce or eliminate the instances in which Foreign Income
Taxes are reflected in a Combined Return.
2.4 Other Taxes. Except as otherwise provided in this Agreement,
NPTest shall be liable for any Other Tax that is imposed on any member of the
NPTest Group, and STC or SBV, as the case may be, shall be liable for any Other
Tax that is imposed on any member of the Schlumberger Group.
2.5 Taxes Resulting from the Internal Restructuring.
(a) General. Except as provided in Section 2.5(b) and in Section
4.2, STC and SBV shall be liable for and pay any and all liability for Taxes
resulting from the Internal Restructuring.
(b) Sales Taxes, Value Added Taxes, and Similar Taxes. NPTest
shall be liable for any Taxes resulting from the Internal Restructuring which
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consist of sales Taxes, value added Taxes, or any similar Taxes, to the extent
that such Taxes give rise to a Tax Benefit to any member of the NPTest Group for
the same or similar Taxes. NPTest shall pay to STC or SBV, as the case may be,
in accordance with Section 5, the amount of any such Tax Benefit.
2.6 Tax Payments and Intercompany Xxxxxxxx. Each Company shall pay
the Taxes allocated to it by this Section 2 either to the applicable Taxing
Authority or to the other appropriate Company in accordance with Section 5.
SECTION 3. Preparation and Filing of Tax Returns.
3.1 Combined Returns and Consolidated Returns.
(a) Preparation by Schlumberger. STC or SBV, as applicable,
shall be responsible for preparing all Consolidated Returns and Combined
Returns.
(b) Provision of Information by NPTest. NPTest shall, for each
Consolidated Return or Combined Return, provide STC or SBV with all information
relating to members of the NPTest Group which STC or SBV needs to prepare such
return. NPTest shall use its best efforts to provide such information no later
than the first day of the fifth month following the end of the Tax Year to which
such information relates, but in any event shall provide such information no
later than the fifteenth day of the fifth month following the end of such Tax
Year.
3.2 Tax Returns Other than Combined Returns and Consolidated Returns.
(a) Tax Returns to be Prepared by STC and SBV. STC or SBV shall
be responsible for preparing all Tax Returns which relate solely to one or more
members of the Schlumberger Group.
(b) Tax Returns to be Prepared by NPTest. NPTest shall be
responsible for preparing all Tax Returns which relate solely to one or more
members of the NPTest Group.
(c) Provision of Information. STC or SBV shall provide to
NPTest, and NPTest shall provide to STC or SBV, any information about members of
the Schlumberger Group or the NPTest Group, respectively, which the party
receiving such information needs to comply with Section 3.2(a) or (b). Such
information shall be provided within the time prescribed by Section 3.1(b) for
the provision of information for Consolidated Returns and Combined Returns.
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3.3 Practices in Preparing Tax Returns. Insofar as a Tax Return
prepared by STC or SBV may affect Taxes for which NPTest is liable pursuant to
this Agreement, or vice versa:
(a) Tax Accounting Practices. The Tax Return shall be prepared
consistently with past Tax accounting practices to the extent permissible under
applicable Tax Law.
(b) Review Prior to Filing. The Company preparing the Tax Return
(whether STC or SBV on the one hand or NPTest on the other hand) shall make the
Tax Return or relevant portion thereof available to the other Company no later
than thirty days before the Tax Return is due and shall in good faith take into
account any comments on such Tax Return by the other Company.
SECTION 4. Tax Benefits, Refunds, and Carrybacks.
4.1 Compensation for Use of Consolidated Year or Combined Year Tax
Items.
(a) Tax Benefit Realized by Schlumberger Group. Except as
provided in Section 4.1(b), in the event that the Schlumberger Group realizes a
Tax Benefit during any Consolidated Year or Combined Year as a result of the use
by the Schlumberger Group of Tax Items of the NPTest Group, then STC (in the
case of Federal Income Tax Items or State Income Tax Items) or SBV (in the case
of Foreign Income Tax Items) shall pay to NPTest, in accordance with Section 5,
the amount of the Tax Benefit realized by the Schlumberger Group.
(b) Pre-IPO Tax Benefits. The Schlumberger Group shall be
entitled to all Tax Benefits, without payment to NPTest, for:
(i) any Consolidated Year which ends on or before the IPO
Date,
(ii) the portion of any Consolidated Year which begins
before and ends after the IPO Date, determined in accordance with Section
2.1(a)(ii),
(iii) any Combined Year relating to State Income Taxes which
ends on or before the IPO Date, and
(iv) the portion of any Combined Year relating to State
Income Taxes which begins before and ends after the IPO Date, determined in
accordance with the principles of Section 2.1(a)(ii).
4.2 Compensation for Income Tax Benefits Arising from the Internal
Restructuring. Every year, beginning with NPTest's first Tax Year, and ending
with the fifteenth Tax Year, that ends after the IPO Date, NPTest shall
calculate the excess of (x) the amount of the NPTest Group's Federal Income Tax
liability for that Tax Year determined by excluding the Tax effects of the
Internal Restructuring (e.g., basis
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adjustments) over (y) the amount of the NPTest Group's actual Federal Income Tax
liability as shown on their filed Federal Income Tax Return or Returns for such
Tax Year, in each case computed assuming that NPTest Group makes all available
elections to cause any losses to be carried forward to future Tax Years rather
than carried back to prior Tax Years. NPTest will pay to STC, in accordance with
Section 5, an amount equal to such Tax Benefit.
4.3 Other Tax Benefits. To the extent not otherwise provided for in
this Agreement, if, as a result of an adjustment by a Tax Authority, one Group
suffers a Tax detriment and the other Group realizes a related Tax Benefit, STC
or SBV shall pay NPTest, or vice versa, in accordance with Section 5, an amount
equal to the lesser of the Tax Benefit to the Group receiving the Tax Benefit or
the Tax detriment to the Group suffering the Tax detriment.
4.4 Claims for Refund from Carrybacks.
(a) Filing Claims and Making Payments for Carrybacks. Except as
provided in Section 4.4(b), if the NPTest Group generates a Carryback to a
Consolidated Year or Combined Year, then, upon request of NPTest, STC or SBV
shall file a claim for refund arising from such Carryback and pay such refund to
NPTest in accordance with Section 5.
(b) Limitation on Claims. Neither STC nor SBV shall be required
under Section 4.4(a) to file a claim for refund arising from a Carryback to a
Consolidated Year or Combined Year unless the amount of the refund exceeds
$200,000. Refunds claimed for Carrybacks to more than one Consolidated Year or
Combined Year will not be aggregated for this purpose.
(c) Ordering of and Payment for Carrybacks. In the event that
members of both Groups are each entitled to a Carryback to the same Consolidated
Year, the Carrybacks shall be applied in the manner set forth in Treasury
Regulation section 1.1502-21. Similar principles will be applied in the case of
Carrybacks to a Combined Year.
(d) Adjustment of Tax Items. In the event that a Carryback by
the NPTest Group to a Consolidated Year or Combined Year increases the liability
for Taxes of the Schlumberger Group, the amount of the refund to which the
NPTest Group shall be entitled to receive, in accordance with Section 5, shall
be net of such increased liability to the Schlumberger Group.
SECTION 5. Tax Payments and Intercompany Xxxxxxxx.
5.1 Consolidated Returns.
(a) Computation and Payment of Tax Due. At least ten business \
days prior to any Payment Date for a Consolidated Return, STC shall compute the
amount of Tax required to be paid to the Internal Revenue Service with respect
to such Tax Return on such Payment Date and shall notify NPTest in writing of
(x) the
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amount of Tax required to be paid on such Payment Date, and (y) the amount, if
any, of such Tax which is allocable to NPTest under Section 2.1(a). STC will pay
the amount described in clause (x) of the immediately preceding sentence to the
Internal Revenue Service on or before such Payment Date.
(b) Computation and Payment of NPTest Liability With Respect to
Tax Due. Within thirty days following any Payment Date, NPTest will pay to STC
the amount, if any, of Tax paid on such Payment Date for which NPTest is liable
in accordance with Section 2.1(a), appropriately adjusted for prior payments
made by NPTest with respect to that Consolidated Year. If, at any time, the
total amount of payments made by NPTest to STC with respect to Taxes for a
Consolidated Year exceeds the amount for which NPTest is liable in accordance
with Section 2.1(a), STC will promptly remit the excess to NPTest.
5.2 Combined Returns. Payments, and adjustments thereto, shall be made
by NPTest to STC or SBV, as applicable, for all Taxes relating to Combined
Returns for which NPTest is liable in accordance with Section 2.2 or Section
2.3, in the same manner as payments for Taxes relating to Consolidated Returns,
as described in Section 5.1.
5.3 Payment of Refunds and Tax Benefits. Except as otherwise provided
in this Agreement:
(a) Refund or Tax Benefit Received by Schlumberger Group. If a
member of the Schlumberger Group receives a Tax refund with respect to Taxes for
which a member of the NPTest Group is liable hereunder or receives a Tax Benefit
for which NPTest is entitled to reimbursement hereunder, STC or SBV shall pay to
NPTest, within thirty days following the receipt of the Tax refund or Tax
Benefit, an amount equal to such Tax refund or Tax Benefit (or lesser amount
required by Section 4.3).
(b) Refund or Tax Benefit Received by NPT Group. If a member of
the NPTest Group receives a Tax refund with respect to Taxes for which a member
of the Schlumberger Group is liable hereunder or receives a Tax Benefit for
which STC or SBV is entitled to reimbursement hereunder, NPTest shall pay to STC
or SBV, within thirty days after the receipt of the Tax refund or Tax Benefit,
an amount equal to such Tax refund or Tax Benefit (or lesser amount required by
Section 4.3).
5.4 Initial Determinations and Subsequent Adjustments. The initial
determination of the amount of a payment, if any, which one Company is required
to make to another under this Agreement shall be made on the basis of the Tax
Return as filed, or, if the Tax to which the payment relates is not reported in
a Tax Return, on the basis of the amount of Tax initially paid to the Tax
Authority. Payments will be made, as appropriate, if additional Taxes to which
such determination relates are subsequently paid, or a refund of such Taxes or a
Tax Benefit relating to such Taxes is received, whether as a result of an audit
by a Tax Authority or for any other reason. Each payment required by the
immediately preceding sentence (x) as a result of a payment of additional Taxes
will be due thirty days after the date on which the additional Taxes were paid
or, if
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later, thirty days after the date of a request from the other Company for the
payment or (y) as a result of the receipt of a refund or Tax Benefit will be due
thirty days after the refund or Tax Benefit was received. If a payment is made
as a result of an audit by a Tax Authority which does not conclude the matter,
further adjusting payments will be made, as appropriate, to reflect the outcome
of subsequent administrative or judicial proceedings.
5.5 Indemnification Payments. If any member of one Group is required
to make a payment to a Tax Authority of Taxes for which a Company belonging to
the other Group is liable under this Agreement, the Company which is liable for
such Taxes under this Agreement will remit the amount for which it is liable to
the appropriate other Company within thirty days after receiving notification
requesting such amount.
5.6 Payments by or to Other Members of the Groups. When appropriate
under the circumstances to reflect the underlying liability for a Tax or
entitlement to a Tax refund or Tax Benefit, a payment which is required to be
made by or to a Company may be made by or to another member of the Group to
which that Company belongs, but nothing in this Section 5.6 shall relieve any
Company of its obligations under this Agreement.
SECTION 6. Assistance and Cooperation. The parties will cooperate (and
cause their respective affiliates to cooperate) with each other and with each
other's agents, including accounting firms and legal counsel, in connection with
Tax matters, including provision of relevant documents and information in their
possession and making available to each other, as reasonably requested and
available, personnel (including officers, directors, employees and agents of the
Companies or their affiliates) responsible for preparing, maintaining, and
interpreting information and documents relevant to Taxes, and personnel
reasonably required as witnesses or for purposes of providing information or
documents in connection with any administrative or judicial proceedings relating
to Taxes. Any information or documents provided under this Section 6 shall be
kept confidential by the Company receiving the information or documents, except
as may otherwise be necessary in connection with the filing of Tax Returns or in
connection with any administrative or judicial proceedings relating to Taxes.
SECTION 7. Tax Records.
7.1 Retention of Tax Records. Each Company shall preserve, and shall
cause its affiliates to preserve, all Tax Records which are in its possession,
and which could affect the liability of any member of the other Group for Taxes,
for so long as the contents thereof may become material in the administration of
any matter under applicable Tax Law, but in any event until the later of (x) the
expiration of any applicable statutes of limitation, as extended, and (y) seven
years after the IPO Date.
7.2 Access to Tax Records. The Companies and their respective
affiliates shall make available to members of the other Group for inspection and
copying during normal business hours upon reasonable notice all Tax Records in
their possession to the extent reasonably requested by any such member of the
other Group in connection
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with the preparation of Tax Returns, audits, litigation, or the resolution of
items under this Agreement.
SECTION 8. Tax Contests.
8.1 Notice. Each of the parties shall provide prompt notice to the
other party of any pending or threatened Tax audit, assessment or proceeding or
other Tax Contest of which it becomes aware relating to Taxes for which it is
indemnified by the other party hereunder. Such notice shall contain factual
information (to the extent known) describing any asserted Tax liability in
reasonable detail and shall be accompanied by copies of any notice and other
documents received from any Tax Authority in respect of any such matters. If an
indemnified party has knowledge of an asserted Tax liability with respect to a
matter for which it is to be indemnified hereunder and such party fails to give
the indemnifying party prompt notice of such asserted Tax liability, then (x) if
the indemnifying party is precluded from contesting the asserted Tax liability
in any forum as a result of the failure to give prompt notice, the indemnifying
party shall have no obligation to indemnify the indemnified party for any Taxes
arising out of such asserted Tax liability, and (y) if the indemnifying party is
not precluded from contesting the asserted Tax liability in any forum, but such
failure to give prompt notice results in a monetary detriment to the
indemnifying party, then any amount which the indemnifying party is otherwise
required to pay the indemnified party pursuant to this Agreement shall be
reduced by the amount of such detriment.
8.2 Control of Tax Contests. Each Company shall have full
responsibility and discretion in handling, settling or contesting any Tax
Contest involving a Tax for which it is liable pursuant to Section 2 of this
Agreement, except that Schlumberger shall have full responsibility and
discretion in handling, settling or contesting any Tax Contest with respect to a
Consolidated Return or Combined Return. Furthermore, Schlumberger may
participate in any Tax Contest with respect to Taxes arising from the Internal
Restructuring regardless of whether it has liability or indemnification
obligations with respect to such Taxes under this Agreement.
SECTION 9. General Provisions.
9.1 Survival of Obligations. The representations, warranties,
covenants and agreements set forth in this Agreement shall be unconditional and
absolute and shall remain in effect without limitation as to time.
9.2 Expenses. Each Company and its affiliates shall bear their own
expenses incurred in connection with preparation of Tax Returns, Tax Contests,
and other matters related to Taxes under the provisions of this Agreement.
9.3 Notices. All notices and other communications hereunder shall be
in writing and shall be delivered in person, by telecopy, by express or
overnight mail delivered by a nationally recognized air courier (delivery
charges prepaid), or by registered or certified mail (postage prepaid, return
receipt requested) to the respective parties as follows:
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(a) If to STC to:
Schlumberger Technology Corporation The
Forum, 000 Xxxxxxxxxxxx Xxxxx Xxxxx Xxxx,
Xxxxx 00000 Attention:
Telecopy No.:
(b) If to SBV to:
Schlumberger X.X.
Xxxxxxxxxx 00-00, 2514 JG
The Hague, The Netherlands
Attention:
Telecopy No.:
(c) If to NPTest, to:
NPTest, Inc.
000 Xxxxxxx Xxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Attention:
Telecopy No:
or to such other address as the party to whom notice is given may have
previously furnished to the others in writing in the manner set forth above. Any
notice or communication delivered in person shall be deemed effective on
delivery or when delivery is refused. Any notice or communication sent by
telecopy or by air courier shall be deemed effective on the first business day
at the place at which such notice or communication is received following the day
on which such notice or communication was sent.
9.4 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same agreement. The Agreement may be
delivered by facsimile transmission of a signed copy thereof.
9.5 Binding Effect; Assignment. This Agreement and all of the
provisions hereof shall be binding upon the parties hereto and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. Except with respect to a merger of a party, neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned by any
party hereto without the prior written consent of the other parties, which
consent shall not be unreasonably withheld or delayed; provided, however, that
STC, SBV and NPTest may assign their respective rights, interests, duties,
liabilities and obligations under this Agreement to any other member of their
Group, but such assignment shall not relieve STC, SBV or NPTest, as the
assignor, of its obligations hereunder.
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9.6 Severability. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
9.7 Amendment. This Agreement may not be amended or modified in any
respect except by a written agreement signed by all of the parties hereto.
9.8 Effective Time. This Agreement shall become effective upon the
closing of the IPO.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by the respective officers as of the date set forth above.
SCHLUMBERGER TECHNOLOGY CORPORATION
By:_____________________________________
Name:
Title:
SCHLUMBERGER B.V.
By:_____________________________________
Name:
Title:
NPTEST INC.
By:_____________________________________
Name:
Title:
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