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EXHIBIT 10.27
TAX SHARING AGREEMENT
THIS TAX SHARING AGREEMENT (the "Agreement"), effective as of
the closing of the initial public offering of common stock of IASIS (the "IPO
Date"), is entered into by and among JLL Healthcare, LLC, a Delaware limited
liability company ("JLL Healthcare"), IASIS Healthcare Corporation, a Delaware
Corporation, and the affiliates of IASIS listed on Schedule A attached hereto
(the "Subsidiaries").
WHEREAS, on and prior to the IPO Date, JLL Healthcare and
IASIS and its Subsidiaries were members of an affiliated group (within the
meaning of Section 1504(a) of the Internal Revenue Code of 1986, as amended)
(the "Affiliated Group") filing consolidated income tax returns of which JLL
Healthcare was the common parent;
WHEREAS, effective as of October 8, 1999, JLL Healthcare and
IASIS and its Subsidiaries entered into a tax sharing agreement that allocated
between JLL Healthcare and IASIS and its Subsidiaries the consolidated or
combined U.S. federal, foreign, state, and local income tax liabilities of the
Affiliated Group (the "Old Agreement");
WHEREAS, in connection with and at the time of the initial
public offering of common stock of IASIS Healthcare Corporation, JLL Healthcare
will cease to be the common parent of the Affiliated Group;
WHEREAS, JLL Healthcare and IASIS and its Subsidiaries desire
to terminate the Old Agreement; and
WHEREAS, JLL Healthcare and IASIS desire to set forth certain
rights and responsibilities of the parties regarding the allocation of taxes and
other related tax matters;
NOW, THEREFORE, in exchange for the mutual promises contained
herein, the parties agree as follows:
1. Definitions.
"Tax" (including, with correlative meaning, the terms "Taxes", and "Tax
able") includes all federal, state, local and foreign income, profits,
franchise, gross receipts, environmental, customs duty, capital stock,
severance, stamp,
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payroll, sales, employment, unemployment, disability, use, property,
with holding, excise, production, value added, occupancy and other
taxes, duties or assessments of any nature whatsoever, together with
all interest, penalties and additions imposed with respect to such
amounts and any interest in respect of such penalties and additions.
"Tax Benefit" means the Tax savings attributable to any deduction,
expense, loss, credit, or refund to the indemnified party or its
affiliates, when incurred or received.
"Tax Return" includes all returns and reports (including elections,
declarations, disclosures, schedules, estimates and information
returns) required to be supplied to a Tax authority relating to Taxes.
2. Termination of the Old Agreement. The Old Agreement is hereby
terminated and will have no force and effect for any Tax period and none of JLL
Healthcare, IASIS or its Subsidiaries has any further rights or obligations
thereunder.
3. Responsibility for Taxes.
a. Preparation and Filing of Tax Returns. IASIS shall
prepare and file with the appropriate Tax authorities all Tax Returns of or
relating to IASIS or any of its Subsidiaries and JLL Healthcare for all Tax
periods (other than JLL Healthcare Tax Returns, as defined hereinafter) ("IASIS
Tax Returns"). IASIS shall prepare all Tax Returns of or relating solely to JLL
Healthcare (including the preparation of any Form 1065s and Schedule K-1s) ("JLL
Healthcare Tax Returns") and shall deliver such Tax Returns to JLL Healthcare
for JLL Healthcare's review at least 30 days prior to the due date of such Tax
Returns. IASIS shall make any revisions to such JLL Healthcare Tax Returns that
JLL Healthcare requests in a timely manner. JLL Healthcare shall file the JLL
Healthcare Tax Returns with the appropriate Tax authorities.
b. Payment of Taxes. IASIS shall pay or cause to be paid
all Taxes shown as due or required to be shown as due (other than any such Taxes
that are incurred by JLL Healthcare as a result of any disposition of any shares
of IASIS stock) on IASIS Tax Returns ("IASIS Taxes"). JLL Healthcare (or its
members as the case may be) shall pay or cause to be paid all Taxes shown as due
or required to be shown as due on JLL Healthcare Tax Returns ("JLL Healthcare
Taxes").
4. Audits. IASIS shall have sole responsibility for and control
over all audits, examinations, and other proceedings (whether judicial or
administrative) relating to IASIS Taxes. JLL Healthcare shall have sole
responsibility for and
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control over all audits, examinations, and other proceedings (whether judicial
or administrative) relating to JLL Healthcare Taxes.
5. Notices. If JLL Healthcare receives written notice of, or
relating to, an IASIS Tax or any audit or other Tax proceeding related thereto
from a Tax authority, JLL Healthcare shall promptly provide a copy of such
notice to IASIS within five (5) business days of the receipt of such notice. If
IASIS or any of its Subsidiaries receives written notice of a Tax relating to
JLL Healthcare or any audit or other Tax proceeding relating to JLL Healthcare,
IASIS shall promptly provide a copy of such notice to JLL Healthcare within five
(5) business days of the receipt of such notice.
6. Indemnification. IASIS and its Subsidiaries shall jointly and
severally indemnify JLL Healthcare and its directors, officers and employees,
and hold them harmless from and against any and all IASIS Taxes (other than any
such Taxes that are incurred by JLL Healthcare as a result of any disposition of
shares of IASIS stock or are otherwise attributable solely to JLL Healthcare)
and any loss, cost, damage or expense, including reasonable attorneys' fees and
costs, that is attributable to, or results from the failure of IASIS or any
director, officer or employee thereof to make any payment required to be made
under this Agreement. Any indemnification obligation under this Agreement shall
be net of any Tax Benefit realized by JLL Healthcare with respect to the item or
claim which gave rise to such indemnification obligation. All indemnifications
made pursuant to this Agreement shall be made within 30 days of written notice
of a request for indemnification, which notice shall be accompanied by a
computation of the amount due.
7. Refunds or Credits. If JLL Healthcare receives a refund or
credit with respect to Taxes that were paid by IASIS or its Subsidiaries, JLL
Healthcare shall promptly pay over the amount of such refund or credit to IASIS.
If IASIS or its Subsidiaries receives a refund or credit with respect to Taxes
that were paid by JLL Healthcare (other than any IASIS Taxes paid by JLL
Healthcare on or before the IPO Date), IASIS shall promptly pay over the amount
of such refund or credit to JLL Healthcare.
8. Cooperation. JLL Healthcare and IASIS shall each cooperate
fully (and each shall cause its respective affiliates to cooperate fully) with
all reasonable requests from another party in connection with the preparation
and filing of Tax returns, claims for refund, audits or other matters covered by
this Agreement. IASIS shall provide to JLL Healthcare all IASIS Tax Returns for
Taxes attributable to JLL Healthcare.
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9. Dispute Resolution. Any claim, dispute, difference or
controversy between the parties arising out of, or relating to, this Agreement,
or the subject matter hereof, that cannot be settled by mutual understanding
between or among the parties, shall be resolved by a jointly retained and
mutually acceptable Tax expert who is a nationally recognized Tax attorney or
accountant that is a member of a nationally recognized law firm or accounting
firm which firm is independent of all the parties. Such Tax expert shall be
authorized to allocate the costs and expenses associated with retaining such Tax
expert and its resolution of any dispute hereunder.
10. Notification. Any notice, request, instruction or other
document to be given or delivered under this Agreement by any party to another
party shall be in writing and shall be deemed to have been duly given or
delivered when (1) delivered in person, (2) deposited in the United States mail,
postage prepaid and sent certified mail, return receipt requested or (3)
delivered to Federal Express or similar service for overnight delivery to the
address of the party set forth below:
If to IASIS, to the General Counsel, at:
IASIS Healthcare Corporation
000 Xxxxxxxx Xxxx
Xxxxx X-000
Xxxxxxxx, Xxxxxxxxx 00000
with a copy to:
Bass, Xxxxx & Xxxx PLC
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxx Xxxxx, Esq.
If to JLL Healthcare, to JLL Healthcare, at:
JLL Healthcare, LLC
c/o Xxxxxx, Xxxxxxxxxx & Xxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxxxx
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Either party may, by written notice to the other parties, change the address or
the party to which any notice, request, instruction or other document is to be
delivered.
11. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes all other prior agreements and understandings, both written and oral,
between the parties with respect to the subject matter hereof.
12. Validity. The invalidity or unenforceability of any term or
provision of this Agreement in any situation or jurisdiction shall not affect
the validity or enforceability of the other terms or provisions in any other
situation or in any other jurisdiction.
13. Governing Law. This Agreement shall be governed by, enforced
under and construed in accordance with the laws of the State of Delaware,
without giving effect to any choice or conflict of law provision or rule
thereof.
14. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors, transferees, and
assigns.
15. Descriptive Headings. The descriptive headings herein are
inserted for convenience of reference only and shall in no way be construed to
define, limit, describe, explain, modify, amplify or add to the interpretation,
construction or meaning of any provision of, or scope or intent of, this
Agreement or in any way affect this Agreement.
16. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused their names
to be subscribed and executed by their respective officers on the 5 day of
March, 2001.
JLL HEALTHCARE, LLC
By:/s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Director
IASIS HEALTHCARE CORPORATION
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: General Counsel and Secretary
SALT LAKE REGIONAL MEDICAL CENTER, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
JORDAN VALLEY HOSPITAL, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
XXXXX HOSPITAL & MEDICAL CENTER, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
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ROCKY MOUNTAIN MEDICAL CENTER, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
PIONEER VALLEY HOSPITAL, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
PIONEER VALLEY HEALTH PLAN, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
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CLINICARE OF UTAH, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
SOUTHRIDGE PLAZA HOLDINGS, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
XXXXX CITY HOLDINGS, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
XXXXX SURGICAL CENTER HOLDINGS, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
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IASIS MANAGEMENT COMPANY
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
IASIS HEALTHCARE HOLDINGS, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
HEALTH CHOICE ARIZONA, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
METRO AMBULATORY SURGERY
CENTER, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
BILTMORE SURGERY CENTER, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
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BEAUMONT HOSPITAL HOLDINGS, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
SSJ ST. PETERSBURG HOLDINGS, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
FIRST CHOICE PHYSICIANS NETWORK
HOLDINGS, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
BAPTIST JOINT VENTURE HOLDINGS, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
CLINICARE OF ARIZONA, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
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CLINICARE OF TEXAS, INC.
By:/s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary
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Schedule A
Salt Lake Regional Medical Center, Inc.
Jordan Valley Hospital, Inc.
Xxxxx Hospital & Medical Center, Inc.
Rocky Mountain Medical Center, Inc.
Pioneer Valley Hospital, Inc.
Pioneer Valley Health Plan, Inc.
CliniCare of Utah, Inc.
Southridge Plaza Holdings, Inc.
Xxxxx City Holdings, Inc.
Xxxxx Surgical Center Holdings, Inc.
IASIS Management Company
IASIS Healthcare Holdings, Inc.
Health Choice Arizona, Inc.
Metro Ambulatory Surgery Center, Inc.
Biltmore Surgery Center Holdings, Inc.
Biltmore Surgery Center, Inc.
Beaumont Hospital Holdings, Inc.
SSJ St. Petersburg Holdings, Inc.
First Choice Physicians Network Holdings, Inc.
Baptist Joint Venture Holdings, Inc.
Clinicare of Arizona, Inc.
Clinicare of Texas, Inc.
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