Exhibit 10.24
TAX SHARING AGREEMENT
Agreement made this 21st day of July, 1999 by and between RAVISENT
Technologies Inc., a Delaware corporation (Parent) and its subsidiaries, Liuco
Inc., a Delaware corporation and Xxxxxx Inc., a Delaware corporation (each a
Subsidiary and collectively the Subsidiaries).
RECITALS
WHEREAS, Parent owns 100 percent of the issued and outstanding capital
stock of each Subsidiary; and
WHEREAS, Parent and Subsidiaries are members of an affiliated group
within the meaning of section 15049 (a) of the Internal Revenue Code of which
Parent is the common parent corporation (the Group); and
WHEREAS, the subsidiaries have previously consented to be included in
the filing of a consolidated federal income tax return, and parent has
undertaken the responsibilities regarding the preparation of, filing of and
accounting with respect to such consolidated federal income tax return; and
WHEREAS, Parent and the Subsidiaries each desire to have their
respective tax liabilities computed and paid as set forth herein,
NOW, THEREFORE, in consideration of the premises and the mutual
promises and undertakings hereinafter provided, Parent and the Subsidiaries
hereby agree as follows:
1. CONSOLIDATED RETURN YEAR, Any period for which the Subsidiaries are
included in a consolidated federal income tax return filed by Parent is referred
to in this Agreement as a "Consolidated Return Year."
2. SUBSIDIARIES LIABILITIES TO PARENT FOR CONSOLIDATED RETURN YEARS.
The Subsidiaries each agree to transfer quarterly an amount to Parent equal to
the federal estimated payment required by the Internal Revenue Service had the
Subsidiaries each filed a separate federal income tax return. The Subsidiaries
further agree to remit to Parent it's final tax liability for the year. Such
remittance shall be payable in one installment due on or before the fifteenth
day of the third month following the close of the tax year and shall be
adjusted, if necessary, upon filing of the consolidated tax return. For purposes
of this agreement, each Subsidiary's tax liability will be computed without
regard to any surtax exemptions. Additionally, each Subsidiary will be required
to make payments to Parent as provided in this paragraph without regard to the
overall tax liability of the consolidated group as shown on the consolidated
federal income tax return.
3. PARENT'S LIABILITY TO SUBSIDIARIES FOR CONSOLIDATED RETURN YEARS. If
for any Consolidated Return Year, any Subsidiary has a net operating loss (NOL),
Parent agrees to refund to that Subsidiary an amount calculated as if the
Subsidiary filed a separate tax return. Therefore, if the Subsidiary had
previously made payments to Parent pursuant to paragraph 2 and those payments
were for Consolidated Return Years that are within the statutory period for
carrying back NOLs, Parent shall refund an amount computed as if the
Subsidiary's NOL was carried back. If the Subsidiary has not previously made
payments to Parent pursuant to paragraph 2 or those payments are beyond the
statutory period for carrying back NOLs or the NOL is in excess of amounts
previously paid to Parent within the statutory period for carrying back NOLs,
such excess NOL shall be carried forward as provided by statute to reduce the
Subsidiary's future liability to Parent pursuant to paragraph 2.
4. TAX ADJUSTMENTS. In the event of any adjustment to the consolidated
federal income tax returns which include Parent and the Subsidiaries as filed
(whether by reason of an amended return, claim for refund, or an audit by the
Internal Revenue Service), the liability of Parent and the Subsidiaries under
Paragraphs 2 and 3 shall be redetermined to give effect to any such adjustment
as if it had been made as part of the original computation of tax liability, and
any payment thereby required under Paragraphs 2 and 3, by Parent to the
Subsidiaries or by the Subsidiaries to Parent, as the case may be, shall be made
within a reasonable time after such adjustment is agreed to.
5. PARENT'S RESPONSIBILITIES. Parent agrees that it will prepare and
maintain all books, records and accounts which are required by the Internal
Revenue Code and regulations promulgated thereunder to be prepared or maintained
by members of groups filing consolidated federal income tax returns including,
but not limited to, all books, records and accounts with regard to intercompany
transactions and earnings and profits. Parent further agrees that it will
prepare and file timely (including any properly obtained extensions of time) all
returns which are required by the Internal Revenue Code and regulations
promulgated thereunder to be filed by members of groups filing consolidated
income tax returns. Parent will pay all liabilities for federal income taxes
reflected thereon.
6. DEFERRED TAXES. The Subsidiaries and Parent agree that there will be
no transfer between the entities of deferred tax liabilities or assets.
7. STATE TAXES. If Parent and Subsidiaries elect to or are required to
file any state tax returns on a combined or consolidated basis, such state taxes
shall be calculated and paid by the Subsidiaries to Parent or Parent to the
Subsidiaries, as the case may be, in accordance with paragraphs 2 and 3.
8. BINDING EFFECT. This Agreement shall be binding on and inure to the
benefit of any successor, by merger, acquisitions of assets or otherwise, to any
of the parties thereto to the same extent as if such successor had been an
original party to this Agreement.
9. EFFECTIVE DATE. Parent and Subsidiaries agree that this Agreement
shall be effective as of the initial filing of a consolidated tax return for
Parent and any one or more of the Subsidiaries. Parent and Subsidiaries further
agree to promptly remit any amounts due and owing one another pursuant to
Paragraphs 2 and 3 for all prior years for which payments have not previously
been made. Such payments will be made without interest. Any future payments
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required to be made pursuant to paragraphs 2 and 3 which are not made timely
will be assessed interest equal to the amount the Internal Revenue Service would
charge on such late payment.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the 21st day of July, 1999.
RAVISENT TECHNOLOGIES INC.
By: /s/ XXXXX XXX
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Name: Xxxxx Xxx
Title: CFO
LIUCO, INC.
By: /s/ XXXXX XXX
----------------------------
Name: Xxxxx Xxx
Title: CFO
XXXXXX, INC.
By: /s/ XXXXXXX XXXXX
----------------------------
Name: Xxxxxxx Xxxxx
Title: CEO
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