EXECUTION COPY
TAX SHARING AGREEMENT
This Tax Sharing Agreement (the "Agreement"), dated as of December 15,
2005, is entered into by and among M&F WORLDWIDE CORP., a Delaware corporation
("Parent"), XXXXXX AMERICAN CORP., a Delaware corporation ("Xxxxxx"), and PCT
INTERNATIONAL HOLDINGS INC., a Delaware corporation, ("PCT").
RECITALS
WHEREAS, Parent is the common parent corporation of an affiliated
group of corporations within the meaning of Section 1504(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), that has elected to file
consolidated federal income tax returns and PCT is a member of such group.
WHEREAS, Parent, Xxxxxx and PCT desire, to the extent permitted by the
Code, and the regulations promulgated thereunder (the "Treasury Regulations"),
that the PCT Group and the Xxxxxx Group (each as defined below) be included in
the Parent Consolidated Group as defined below;
WHEREAS, Parent, Xxxxxx and PCT desire, to the extent permitted by
applicable foreign, state and local law, that members of the Parent Consolidated
Group shall be included in the filing of consolidated, combined or unitary tax
returns for state tax purposes if so requested by Parent;
WHEREAS, Parent, Xxxxxx and PCT wish to allocate and settle among
themselves in an equitable manner (i) the consolidated federal income tax
liability, (ii) any applicable consolidated, combined or unitary tax liability
for foreign, state and/or
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local tax purposes, and (iii) certain other tax matters, for Agreement Years (as
defined herein); and
WHEREAS, Xxxxxx and PCT desire to be indemnified by Parent with
respect to certain tax liabilities, and Parent is willing to so indemnify such
parties.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. Definitions.
For purposes of this Agreement, the following terms shall be defined
as follows:
(a) "Agreement Year" for each Subgroup shall mean, (i) with
respect to federal income taxes, any taxable year or portion thereof beginning
on or after the date hereof with respect to which a consolidated federal income
tax return is properly filed by Parent on behalf of the Parent Consolidated
Group which includes the PCT Subgroup or the Xxxxxx Subgroup, as applicable, and
(ii) with respect to foreign, state or local income or franchise taxes, any
taxable year or portion thereof beginning on or after the date hereof with
respect to which a Combined Return is properly filed.
(b) "Xxxxxx Subgroup" shall mean the affiliated group of
corporations (including any predecessors and successors thereto) within the
meaning of Section 1504(a) of the Code, of which Xxxxxx would be the common
parent if it were not included in the Parent Consolidated Group.
(c) "Combined Return" shall mean any consolidated, combined or
unitary tax return filed for foreign, state or local income or franchise tax
purposes which includes (x) one or more members of the PCT Subgroup and one or
more
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other members of the Parent Consolidated Group (without reference to the PCT
Subgroup) or (y) one or more members of the Xxxxxx Subgroup and one or more
other members of the Parent Consolidated Group (without reference to the Xxxxxx
Subgroup).
(d) "Estimated Tax Payments" for any Agreement Year shall mean,
with respect to each of the Xxxxxx Subgroup and the PCT Subgroup, the aggregate
payments by each of Xxxxxx and PCT, respectively, to Parent for such Agreement
Year pursuant to Section 3 hereof.
(e) "Final Determination" shall mean a closing agreement with the
Internal Revenue Service or the relevant state or local taxing authorities, an
agreement contained on Internal Revenue Service Form 870-AD or other comparable
form, an agreement that constitutes a determination under Section 1313(a)(4) of
the Code, a claim for refund which has been allowed, a deficiency notice with
respect to which the period for filing a petition with the Tax Court or the
relevant state or local tribunal has expired or a decision of any court of
competent jurisdiction that is not subject to appeal or as to which the time for
appeal has expired.
(f) "Other Tax" shall mean any consolidated, combined or unitary
foreign, state or local income or franchise taxes.
(g) "Parent Consolidated Group" shall mean the affiliated group
of corporations (including any predecessors and successors thereto) within the
meaning of Section 1504(a) of the Code electing to file consolidated federal
income tax returns and of which Parent is the common Parent.
(h) "PCT Subgroup" shall mean the affiliated group of
corporations (including any predecessors and successors thereto) within the
meaning of
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Section 1504(a) of the Code, of which PCT would be the common parent if it were
not included in the Parent Consolidated Group.
(i) "Pro Forma Federal Tax Liability" for each respective Subgroup shall mean,
with respect to each Agreement Year, the consolidated federal taxable income
liability or, if applicable, the consolidated federal alternative minimum tax
liability that such Subgroup would have incurred if it had not been included in
the Parent Consolidated Group for such Agreement Year, but had instead filed its
own consolidated return for such Agreement Year and all prior Agreement Years;
provided, that in computing such tax liability for any Agreement Year, such
Subgroup shall not take into account any amounts paid or payable by such
Subgroup to Parent under Sections 2, 3 or 5 hereof or by Parent to the Subgroup
under Sections 2, 3, 5 or 7 hereof. In computing the Pro Forma Federal Tax
Liability of a Subgroup, the Subgroup shall be entitled to take into account
deductions and/or credits attributable to the carryover or carryback of any
losses and/or credits of any member of such Subgroup, after taking into account
any limitations on the use of such losses and credits imposed pursuant to
Sections 172, 382, 383, 384, 904 or 1212 of the Code or by Treasury Regulations
Sections 1.1502-15, 1.1502-20, 1.1502-21, 1.1502-22, 1.1502-91, 1.1502-92,
1.1502-93 or 1.1502-94, provided, further, that any Code Section 199 tax benefit
shall be determined by Parent for the entire Parent Consolidated Group and
allocated to each of its Subsidiaries in accordance with the methodology of the
Treasury Regulations and IRS guidance under Section 199 of the Code. If the
computation of Pro Forma Federal Tax Liability of a Subgroup does not result in
a positive number, such Pro Forma Federal Tax Liability shall be deemed to be
zero.
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(j) "Pro Forma Other Tax Liability" for each respective Subgroup
shall mean, with respect to each Agreement Year, the aggregate Other Tax,
computed in a manner consistent with the computation of the Pro Forma Federal
Tax Liability as defined above, that the Subgroup or any of the members of such
Subgroup would have incurred with respect to each relevant foreign, state and
local taxing jurisdiction for any Agreement Year if such Subgroup or any member
thereof had filed with such jurisdiction either a separate return (in a case
where only one member of such Subgroup joins in the filing of the applicable
Combined Return) or a combined return (in a case where more than one member of
such Subgroup joins in the filing of the applicable Combined Return).
(k) "Subgroup" shall mean each of the Xxxxxx Subgroup and the PCT
Subgroup.
(l) "Subsidiary" as to any entity (the parent corporation) shall
mean a corporation that would be an includible corporation that is a member of
an affiliated group of corporations of which the parent corporation would be the
common parent, all within the meaning attributable to such terms in Section 1504
of the Code and Treasury Regulations thereunder.
2. Tax Payments.
(a) For each Agreement Year, each of Xxxxxx and PCT,
respectively, shall pay to Parent an amount equal to the excess, if any, of the
Xxxxxx Subgroup's Pro Forma Federal Tax Liability or the PCT Subgroup's Federal
Tax Liability, as applicable, for such Agreement Year over the aggregate amount
of the Estimated Tax Payments actually made by Xxxxxx or PCT, as applicable, to
Parent
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pursuant to Section 3(a) hereof for such Agreement Year. If the aggregate
amount of the Estimated Tax Payments actually made to Parent by each of Xxxxxx
and/or PCT pursuant to Section 3(a) hereof for such Agreement Year exceeds the
Xxxxxx Subgroup's Pro Forma Federal Tax Liability or the PCT Subgroup's Pro
Forma Federal Tax Liability, as applicable, for such Agreement Year, Parent
shall pay to Xxxxxx and/or PCT, as applicable, an amount equal to such excess.
(b) For each Agreement Year, each of Xxxxxx and PCT,
respectively, shall pay to Parent an amount equal to the excess, if any, of the
Xxxxxx Subgroup's Pro Forma Other Tax Liability or the PCT Subgroup's Other Tax
Liability, as applicable, for such Agreement Year over the aggregate amount of
the Estimated Tax Payments actually made by Xxxxxx or PCT, as applicable, to
Parent pursuant to Section 3(b) hereof for such Agreement Year. If the aggregate
amount of the Estimated Tax Payments actually made to Parent by each of Xxxxxx
and/or PCT pursuant to Section 3(b) hereof for such Agreement Year exceeds the
Xxxxxx Subgroup's Pro Forma Other Tax Liability or the PCT Subgroup's Pro Forma
Other Tax Liability, as applicable, for such Agreement Year, Parent shall pay to
Xxxxxx and/or PCT, as applicable, an amount equal to such excess.
3. Estimated Tax Payments.
(a) During each Agreement Year, each of Xxxxxx and PCT shall pay
to Parent, no later than the tenth day of each of the third, sixth, ninth and
twelfth months of such Agreement Year, the amount of estimated federal income
taxes that each of the Xxxxxx Subgroup and the PCT Subgroup, as applicable,
would have been required to pay on or before the fifteenth day of each such
month if such Subgroup were filing its
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own consolidated federal income tax return for such Agreement Year and was not
part of the Parent Consolidated Group. Such estimated federal income tax
liability shall be determined in a manner consistent with the calculation of the
Pro Forma Federal Tax Liability the applicable Subgroup and shall reflect the
estimated taxable income of such Subgroup projected for three, six, nine and
twelve months, respectively.
(b) During each Agreement Year, each of Xxxxxx and PCT shall pay
to Parent, no later than the fifth day prior to the date an estimated foreign,
state or local payment is due, the amount of estimated taxes that each of the
Xxxxxx Subgroup and the PCT Subgroup, as applicable, would have been required to
pay if such Subgroup (or any member thereof) had filed for such period either a
separate return (in the case where only one member of such Subgroup joins in the
filing of the applicable Combined Return) or a combined return (in a case where
more than one member of such Subgroup joins in the filing of the applicable
Combined Return). The estimated foreign, state or local income or franchise tax
liability of the Xxxxxx Subgroup and the PCT Subgroup shall be determined in a
manner consistent with the calculation of the Pro Forma Other Tax Liability of
such Subgroup.
4. Time and Form of Payment.
(a) Payments to be made by each of Xxxxxx and PCT pursuant to
Section 2 hereof shall be made no later than the fifth day prior to the due date
of the Parent Consolidated Group's consolidated federal income tax return or any
relevant Combined Return for the period with respect to which such a payment is
due. If the due date for any such return is extended, any amounts due at the
time of filing a request for extension of time to file shall be paid on an
estimated basis. No later than five (5) days
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prior to the extended due date for such return for such Agreement Year, the
payment due from each of Xxxxxx and PCT shall be recalculated, and any
difference between (i) the Pro Forma Federal Tax Liability and the Pro Forma
Other Tax Liability of each respective Subgroup for such Agreement Year and (ii)
all prior Estimated Tax Payments by Xxxxxx or PCT, as applicable, with respect
to such Agreement Year shall be paid by such fifth day to the party entitled
thereto, with interest from the original due date at the relevant statutory
rate.
(b) The parties agree to cause each Subsidiary of Xxxxxx and PCT
to pay to Xxxxxx or PCT, as applicable, its share of each of the items of the
applicable Subgroup's Pro Forma Federal Tax Liability and Pro Forma Other Tax
Liability as well as such Subsidiary's allocable share of Estimated Tax
Payments, each such share to be determined in accordance with the principles of
Sections 1(i), 1(j), 3(a) and 3(b) hereof, no later than one (1) business day
prior to the date upon which the relevant payment by Xxxxxx or PCT, as
applicable, is required to be made under the terms hereof. Each of Xxxxxx and
PCT agrees to pay its respective Subsidiaries, such Subsidiary's share of any
payment received by such party from Parent pursuant to this Agreement, each such
share to be determined in accordance with the principles of Sections 1(i), 1(j),
3(a) and 3(b) hereof, as promptly as practicable following the receipt of any
such payment and the determination of such share.
5. Adjustments.
(a) Redeterminations of Tax Liability. In the event of any
redetermination of the consolidated federal income tax liability of the Parent
Consolidated Group for any Agreement Year (or of the consolidated, combined or
unitary
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foreign, state or local income or franchise tax liability for any Agreement
Year) as the result of an audit by the Internal Revenue Service (or the relevant
foreign, state or local taxing authorities), a claim for refund or otherwise,
the Pro Forma Federal Tax Liability and/or the Pro Forma Other Tax Liability, as
applicable, of each Subgroup shall be recomputed for such Agreement Year and any
prior and subsequent Agreement Years to take into account such redetermination,
and payments due pursuant to Section 2 hereof shall be appropriately adjusted.
Any payment pursuant to Section 2 hereof that is required pursuant to this
Section 5(a) as a result of such adjustment shall be paid within seven (7) days
after the date of a Final Determination with respect to such redetermination or
as soon as such adjustment can practicably be calculated, if later, together
with interest for the period at the rate provided for in the relevant statute.
(b) Refund of Tax Sharing Payment. In the event that the
calculation of the taxable income of each of the Subgroups (determined in
accordance with the principles of Sections 1(i) and 1(j) hereof) for any
Agreement Year results in a loss, such loss may be carried back and deducted in
calculating such Subgroup's Pro Forma Federal Tax Liability or Pro Forma Other
Tax Liability, as applicable, for prior Agreement Years in the same manner as it
would have been carried back and deducted had it constituted a net operating
loss deduction under Section 172 of the Code or a net capital loss deduction
under Section 1212 of the Code (or in the case of foreign, state or local tax,
under applicable foreign, state or local provisions), as such provisions would
have been applied if such Subgroup had not been included in the Parent
Consolidated Group (or joined in the filing of the applicable Combined Return)
for such Agreement Year, but had instead filed its own consolidated return (or
its own separate return or
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combined return, as applicable) for such Agreement Year and all prior Agreement
Years, but in each case after taking into account any limitation on the use of
such loss imposed pursuant to Section 382, 383, 384 or 904 of the Code or
Treasury Regulations Sections 1.1502-15, 1.1502-20, 1.1502-21, 1.1502-22,
1.1502-91, 1.1502-92, 1.1502-93 or 1.1502-94 (or with respect to foreign, state
and local tax, applicable foreign, state or local provisions). In such case, the
applicable Subgroup's Pro Forma Federal Tax Liability and/or Pro Forma Other Tax
Liability shall be recomputed for the Agreement Year or Years to which such loss
is carried and for any subsequent Agreement Years to take into account the
deduction of such loss, and payments made pursuant to Section 2 hereof shall be
appropriately adjusted. Any payment pursuant to Section 2 hereof that is
required pursuant to this Section 5(b) as a result of any such adjustment shall
be paid within seven (7) days after the date of filing the consolidated federal
income tax return of the Parent Consolidated Group (or the applicable Combined
Return) for the year in which such loss arises. Excess credits for any Agreement
Year shall be carried back and otherwise treated in a manner consistent with the
provisions of this Section 5.
6. Interest on Unpaid Amounts.
In the event that any party fails to pay any amount owed pursuant to
this Agreement within ten (10) days after the date when due, interest shall
accrue on any unpaid amount at the "designated rate" from the due date until
such amounts are fully paid. For purposes of this Agreement, the "designated
rate" shall mean ten percent (10%).
7. Indemnification.
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Parent shall indemnify each member of the Xxxxxx Subgroup and the PCT
Subgroup, respectively, on an after-tax basis (taking into account, when
realized, any tax detriment or tax benefit to such Subgroup of (x) a payment
hereunder or (y) the liability to the Internal Revenue Service or any applicable
foreign, state or local taxing authority giving rise to such a payment), with
respect to and in the amount of:
(a) any liability to the Internal Revenue Service for federal
income tax incurred by such Subgroup for any Agreement Year with respect to
which such Subgroup is included in the Parent Consolidated Group for
purposes of filing a consolidated federal income tax return;
(b) any liability for Other Taxes to a foreign, state or local
taxing authority incurred by such Subgroup with respect to any such
jurisdiction for any Agreement Year with respect to which the Subgroup or
any member thereof participates in the filing of a Combined Return;
(c) any liability for federal income tax to the Internal Revenue
Service or any Other Tax to any applicable foreign, state or local taxing
authority, as the case may be, incurred by any member of such Subgroup to
the extent attributable to any member of the Parent Consolidated Group
(determined without reference to other members of such Subgroup) and for
which the Subgroup or any member thereof is liable as a result of being
included in the Parent Consolidated Group or as a result of participating
in the filing of a Combined Return; and
(d) interest, penalties and additions to tax, and costs and
expenses in connection with any liabilities described in Sections 7(a), (b)
and (c) above.
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Parent shall pay to Xxxxxx and/or PCT, as applicable, any amount due under
Sections 7(a), (b) and (c) and Section 7(d) (to the extent such amounts are
related to amounts under Sections 7(a), (b) and (c)) no later than seven
(7) days after the date of a Final Determination with respect thereto.
8. Filing of Returns, Payment of Tax.
(a) Appointment of Parent as Agent. Each of Xxxxxx and PCT hereby
appoint (and hereby appoint on behalf of each of their respective Subsidiaries)
Parent as their agent, so long as Xxxxxx and PCT, as applicable, are members of
the Parent Consolidated Group for the purpose of (i) filing consolidated federal
income tax returns and, (ii) for making any election or application or taking
any action in connection therewith on behalf of any member of the Xxxxxx
Subgroup or the PCT Subgroup, as applicable, consistent with the terms of this
Agreement. Each of Xxxxxx and PCT hereby appoint (and hereby appoint on behalf
of each of their respective Subsidiaries) Parent as their agent, so long as any
member of the Xxxxxx Subgroup or the PCT Subgroup, as applicable, is eligible to
join in the filing of any Combined Return, for the purpose of (i) filing any
such Combined Return that Parent may elect to file, and (ii) for making any
election or application or taking any action in connection therewith on behalf
of any member of the Xxxxxx Subgroup or the PCT Subgroup, as applicable,
consistent with the terms of this Agreement. Each of Xxxxxx and PCT hereby
consent (and hereby consent on behalf of their respective Subsidiaries) to the
filing of such returns, and to the making of such elections and applications.
Parent agrees that to the extent that the filing of any Combined Return would
reduce the Other Tax liability of any Subgroup (or any member thereof) without
causing an increase in Other Tax liability of any other member of the
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Parent Consolidated Group (determined without reference to such Subgroup) in
such period, Parent will file or cause to be filed for such taxable period a
Combined Return; provided, however, that such filing is permitted by applicable
state or local law. Except as provided in this Paragraph 8, nothing herein shall
be construed as requiring Parent or any Subsidiary of Parent to file any
Combined Return for any Agreement Year.
(b) Cooperation. Each of Xxxxxx and PCT shall cooperate, and
shall cause their respective Subsidiaries to cooperate, with Parent in the
filing, to the extent permitted by law, of a consolidated federal income tax
return and such Combined Returns as Parent elects to file or cause to be filed,
by maintaining such books and records and providing such information as may be
necessary or useful in the filing of such returns and executing any documents
and taking any actions which Parent may reasonably request in connection
therewith. Xxxxxx, PCT and the Parent shall provide one another with such
information concerning such returns and the application of payments made under
this Agreement as Parent, Xxxxxx or PCT may reasonably request of one another.
(c) Payment of Tax. For each Agreement Year, Parent shall timely
pay or discharge, or cause to be timely paid or discharged, the consolidated
federal income tax liability of the Parent Consolidated Group for such Agreement
Year and the Other Tax liability shown on any Combined Return that Parent elects
or is required to file.
9. Resolution of Disputes.
Any dispute concerning the calculation or basis of determination of
any payment provided for hereunder shall be resolved by the independent
certified public
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accountants for Parent, whose judgment shall be conclusive and binding upon the
parties, in the absence of manifest error.
10. Adjudications.
In any audit, conference, or other proceeding with the Internal
Revenue Service or the relevant foreign, state or local authorities, or in any
judicial proceedings concerning the determination of (i) the federal income tax
liabilities of the Parent Consolidated Group, (ii) any tax item of any member of
either Subgroup, or (iii) the Other Tax liability with respect to any Combined
Return, the parties shall be represented by persons selected by Parent. Parent
shall undertake any settlement or other action that it is permitted to take
pursuant to this Section 10 affecting (x) the federal income tax or Other Tax
liability of any member of a Subgroup or (y) any amount payable by or receivable
to either Xxxxxx or PCT pursuant to this Agreement, with the same diligence and
care as if such action pertained to an income tax liability of Parent and as if
any amount that might be so payable by or receivable to such party were payable
by or receivable to Parent. Each of Xxxxxx and PCT hereby appoint (and hereby
appoint on behalf of their respective Subsidiaries) Parent as their agent for
the purpose of proposing and concluding any such settlement.
11. Binding Effect; Successors and Assigns.
This Agreement shall be binding upon Parent, Xxxxxx, PCT and each of
their respective present and future Subsidiaries, and any predecessor or
successor to any of the foregoing. This Agreement shall inure to the benefit of,
and be binding upon, any successors or assigns of the persons described in the
preceding sentence. Parent, Xxxxxx
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and PCT may assign their right to receive payments under this Agreement but may
not assign or delegate their obligations hereunder.
12. Interpretation.
This Agreement is intended to calculate and allocate certain federal,
foreign, state and local income and franchise tax liabilities of members of
Parent, the Xxxxxx Subgroup and the PCT Subgroup, and any situation or
circumstance concerning such calculation and allocation that is not specifically
contemplated hereby or provided for herein shall be dealt with in a manner
consistent with the underlying principles of calculation and allocation in this
Agreement.
13. Legal and Accounting Fees.
Any fees or expenses for legal, accounting or other professional
services rendered in connection with (i) the preparation of a consolidated
federal or combined state or local income tax return for the Parent Group,
members of the Parent Group, or the Company Group, (ii) the application of the
provisions of this Agreement or (iii) the conduct of any audit, conference or
proceeding of the Internal Revenue Service or relevant state or local
authorities or judicial proceedings relevant to any determination required to be
made hereunder shall be allocated between Parent, Xxxxxx and PCT in a manner
resulting in each of Xxxxxx and PCT, as applicable, bearing a reasonable
approximation of the actual amount of such fees or expenses hereunder reasonably
related to, and for the benefit of, the Xxxxxx Subgroup or the PCT Subgroup, as
applicable, rather than to or for other members of the Parent Consolidated
Group.
14. Effect of the Agreement.
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This Agreement shall determine the liability as between (i) Parent and
the members of the Xxxxxx Subgroup to each other, and (ii) Parent and the
members of the PCT Subgroup to each other, in each case as to the matters
provided for herein, whether or not such determination is effective for purposes
of the Code or of applicable foreign, state or local revenue laws, or for
financial reporting purposes or for any other purposes.
15. Entire Agreement.
This Agreement embodies the entire understanding among the parties
relating to its subject matter and supersedes and terminates any prior
agreements and understandings among the parties with respect to such subject
matter. Any and all prior correspondence, conversations and memoranda are merged
herein and shall be without effect hereon. No promises, covenants or
representations of any kind, other than those expressly stated herein, have been
made to induce either party to enter into this Agreement. This Agreement,
including this provision against oral modification, shall not be modified or
terminated except by a writing duly signed by each of the parties hereto, and no
waiver of any provisions of this Agreement shall be effective unless in a
writing duly signed by the party sought to be bound.
16. Code References.
Any references to the Code or Treasury Regulations shall be deemed to
refer to the relevant provisions of any successor statute or regulation and
shall refer to such provisions as in effect from time to time.
17. Notices.
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Any payment, notice or communication required or permitted to be given
under this Agreement shall be in writing (including telecopy communication) and
mailed, telecopied or delivered:
If to Xxxxxx, to;
Xxxxxx American Corp.
00000 Xxxxxxxx Xxxxx
Xxx Xxxxxxx, Xxxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
If to PCT, to:
PCT International Holdings, Inc.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
If to Parent, to:
M&F Worldwide Corp.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: General Counsel
Facsimile: (000) 000-0000
or to such other address as a party shall furnish in writing to the other
parties. All such notices and communications shall be effective when received.
18. 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 instrument.
19. New Members.
Each of the parties to this Agreement recognizes that from time to
time, new Subsidiaries of the Company may be added to the Company Group. Each of
the
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parties agrees that any new Subsidiary of the Company shall, without the express
written consent of the other parties, become a party to this Agreement for all
purposes of this Agreement with respect to Taxable Periods ending after such
Subsidiary was added to the Company Group.
20. Termination.
This Agreement shall terminate at such time as all obligations and
liabilities of the parties hereto have been satisfied. Except as otherwise
provided herein, Xxxxxx and/or PCT, as applicable shall not have any obligations
or liabilities under this Agreement for any taxable period, or portion thereof,
(i) with respect to federal income taxes, during which the Xxxxxx Subgroup or
the PCT Subgroup, as applicable, is not included in the Parent Consolidated
Group, and (ii) with respect to Other Taxes, during which no member of the
Xxxxxx Subgroup or the PCT Subgroup, as applicable, joins in the filing of a
Combined Return; provided, however, that the indemnification obligations and
liabilities of Parent under Section 7 shall continue and shall not terminate.
The obligations and liabilities of the parties arising under this Agreement with
respect to any Agreement Year and the indemnification obligations and
liabilities of Parent arising under Section 7 shall continue in full force and
effect until all such obligations have been met and such liabilities have been
paid in full, whether by expiration of time, operation of law, or otherwise. The
obligations and liabilities of each party are made for the benefit of, and shall
be enforceable by, the other parties and their successors and permitted assigns.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be executed by its respective duly authorized officer as of the date first set
forth above.
M&F WORLDWIDE CORP.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President - Taxation
XXXXXX AMERICAN CORP.
By: /s/ Xxxxx Xxxx
------------------------------------
Name: Xxxxx Xxxx
Title: Chief Financial Officer
PCT INTERNATIONAL HOLDINGS, INC.
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
