EXHIBIT 10.70
AMENDMENT TO TAX ALLOCATION AGREEMENT
AMENDMENT TO TAX ALLOCATION AGREEMENT ("Amendment"), dated as
of September 20, 2001, between Insurance Management Solutions Group, Inc., a
Florida corporation ("IMSG"), Geotrac of America, Inc., a Florida corporation
("Geotrac"), IMS Direct, Inc., a Florida corporation ("IMS Direct"), and
Insurance Management Solutions, Inc., a Florida corporation ("IMSI").
W I T N E S S E T H
WHEREAS, IMSG, Geotrac, IMS Direct and IMSI are parties to a
Tax Allocation Agreement effective as of July 31, 1998 (the "Tax Sharing
Agreement") pursuant to which the consolidated federal income tax liability of
the Consolidated Group has been allocated among the parties based upon each
company's separate assets and operations for each taxable year. Capitalized
terms used but not defined herein shall have the meanings assigned to such terms
in the Tax Sharing Agreement;
WHEREAS, the parties have followed a similar approach in
allocating the consolidated Florida corporate income and franchise tax
liability;
WHEREAS, as of the date hereof, the parties to this Amendment
are entering into a Stock Purchase Agreement relating to the sale of the
outstanding capital stock of Geotrac;
WHEREAS, in connection with the execution of the Stock
Purchase Agreement, the parties desire to amend the terms of the Tax Sharing
Agreement to provide for (a) the specific treatment of Geotrac's map database
additions; (b) the termination of all rights, liabilities and obligations of
Geotrac under the Tax Sharing Agreement immediately prior to the Closing as of
the Closing Date (as such terms are defined in the Stock Purchase Agreement) and
(c) certain other matters; and
NOW, THEREFORE, in consideration of the mutual agreements of
the parties hereinafter contained, it is hereby agreed as follows:
1. The parties agree that all tax liability under any consolidated
federal income tax returns of which IMSG is the common parent and any state or
local consolidated, combined or unitary income or franchise tax returns of which
IMSG or any subsidiary (other than Geotrac) is the common parent required to be
filed for periods ending prior to the period which includes the Closing Date
shall continue to be allocated among the parties consistent with past practice
and the Tax Sharing Agreement, subject to the modifications under this
Amendment.
2. In computing the liability of Geotrac for its share of the
consolidated federal income and State of Florida corporate income/franchise tax
liability with respect to consolidated federal and State of Florida tax returns
required to be filed for 2000 and subsequent periods ending prior to the period
which includes the Closing Date, the costs of Geotrac's map database additions
shall be treated as current year expenses in accordance with the method
reflected in the monthly tax accruals supplied by IMSG to Geotrac prior to
August 8, 2001 and used in Geotrac's interim financial statements prior to
August 8, 2001. In the event that the amendments made by this Paragraph 2 result
in Geotrac having paid amounts to IMSG which exceed the amounts due for any of
these periods, IMSG shall timely reimburse Geotrac for such excess amounts on or
prior to the Closing Date.
3. The parties further agree that, except for any reimbursement
obligation of IMSG under the last sentence of Paragraph 2, all rights,
liabilities and obligations of Geotrac under the Tax Sharing Agreement, as
amended, shall terminate immediately prior to the Closing on the Closing Date.
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4. The parties further agree that in the event that the Closing under
the Stock Purchase Agreement does not occur for any reason, this Amendment shall
cease to apply and be terminated as of the date that the Stock Purchase
Agreement is terminated.
5. This Agreement shall be governed by the laws of the State of Florida
without reference to the choice of law principles of such laws. This Agreement
may be executed in one or more counterparts, each of which may be deemed an
original and all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment as of the day and year first above written.
GEOTRAC OF AMERICA, INC.
By: /s/ Xxxx Xxxx
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Name: Xxxx Xxxx
Title: Vice President
INSURANCE MANAGEMENT SOLUTIONS GROUP, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title:President and Chief Executive Officer
INSURANCE MANAGEMENT SOLUTIONS, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title:President and Chief Executive Officer
IMS DIRECT, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President and Chief Executive Officer
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