Tax Disaffiliation Agreement Sample Contracts

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TAX DISAFFILIATION AGREEMENT BETWEEN THE MADISON SQUARE GARDEN COMPANY ( TO BE RENAMED MSG NETWORKS INC. ) AND MSG SPINCO, INC. (TO BE RENAMED THE MADISON SQUARE GARDEN COMPANY) dated as of September 11, 2015
Tax Disaffiliation Agreement • August 23rd, 2021 • Madison Square Garden Entertainment Corp. • Services-amusement & recreation services • New York

THIS TAX DISAFFILIATION AGREEMENT (the “ Agreement ”) is dated as of September 11, 2015, by and between The Madison Square Garden Company (to be renamed MSG Networks Inc. after the Effective Time (as defined below)), a Delaware corporation (“ Networks ”), and MSG Spinco, Inc. (to be renamed The Madison Square Garden Company after the Effective Time), a Delaware corporation and an indirect wholly-owned subsidiary of Networks (“ Spinco ” and, together with Networks, the “ Parties ”, and each, a “ Party ”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.

EX-10.1 3 dex101.htm TAX DISAFFILIATION AGREEMENT TAX DISAFFILIATION AGREEMENT
Tax Disaffiliation Agreement • May 5th, 2020 • Georgia

TAX DISAFFILIATION AGREEMENT dated as of October 31, 2007 (this “Agreement”), between ACUITY BRANDS, INC., a Delaware corporation (“Parent”), and Zep Inc., a Delaware corporation (“SpinCo”).

EX-10.3 5 d432331dex103.htm TAX DISAFFILIATION AGREEMENT TAX DISAFFILIATION AGREEMENT BY AND BETWEEN COMVERSE TECHNOLOGY, INC. AND COMVERSE, INC. DATED AS OF OCTOBER 31, 2012 TAX DISAFFILIATION AGREEMENT
Tax Disaffiliation Agreement • May 5th, 2020 • New York

This Tax Disaffiliation Agreement (this “Agreement”), is dated as of October 31, 2012, by and between Comverse Technology, Inc., a New York corporation (“CTI”), and Comverse, Inc., a Delaware corporation and a wholly-owned subsidiary of CTI (“Comverse” and, together with CTI, the “Parties” and each a “Party”).

TAX DISAFFILIATION AGREEMENT
Tax Disaffiliation Agreement • July 1st, 2014 • Northstar Realty Finance Corp. • Real estate investment trusts • New York

TAX DISAFFILIATION AGREEMENT (this “Agreement”) entered into as of June 30, 2014, by and between NORTHSTAR ASSET MANAGEMENT GROUP INC., a Delaware corporation (“NSAM”), and NORTHSTAR REALTY FINANCE CORP., a Maryland corporation ( “NorthStar Realty”).

TAX DISAFFILIATION AGREEMENT BETWEEN CABLEVISION SYSTEMS CORPORATION AND AMC NETWORKS INC. DATED AS OF JUNE 6, 2011
Tax Disaffiliation Agreement • June 10th, 2011 • AMC Networks Inc. • Cable & other pay television services • New York

THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of June 6, 2011 by and between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), and AMC Networks Inc., a Delaware corporation and a wholly-owned subsidiary of Cablevision (“AMC” and, together with Cablevision, the “Parties”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.

EX-10.3 7 dex103.htm TAX DISAFFILIATION AGREEMENT TAX DISAFFILIATION AGREEMENT
Tax Disaffiliation Agreement • May 5th, 2020

TAX DISAFFILIATION AGREEMENT, dated as of , 2003, by and between Radiant Systems, Inc., a Georgia corporation (“Radiant”), and Wave Enterprise Systems, Inc., a Georgia corporation (“Enterprise”).

TAX DISAFFILIATION AGREEMENT BETWEEN MADISON SQUARE GARDEN ENTERTAINMENT CORP. (TO BE RENAMED SPHERE ENTERTAINMENT CO.) AND MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) dated as of March 29, 2023
Tax Disaffiliation Agreement • March 30th, 2023 • MSGE Spinco, Inc. • Services-miscellaneous amusement & recreation • New York

THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of March 29, 2023, by and between Madison Square Garden Entertainment Corp. (to be renamed Sphere Entertainment Co. at the Effective Time (as defined below)), a Delaware corporation (“MSG Entertainment”), and MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation and a direct wholly-owned subsidiary of MSG Entertainment (“Spinco” and, together with MSG Entertainment, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.

TAX DISAFFILIATION AGREEMENT BETWEEN THE MADISON SQUARE GARDEN COMPANY (TO BE RENAMED MADISON SQUARE GARDEN SPORTS CORP.) AND MSG ENTERTAINMENT SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) dated as of March 31, 2020
Tax Disaffiliation Agreement • April 1st, 2020 • MSG Entertainment Spinco, Inc. • Services-amusement & recreation services • New York

THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of March 31, 2020, by and between The Madison Square Garden Company (to be renamed Madison Square Garden Sports Corp. at the Effective Time (as defined below)), a Delaware corporation (“MSG”), and MSG Entertainment Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp. at the Effective Time), a Delaware corporation and a direct wholly-owned subsidiary of MSG (“Spinco” and, together with MSG, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.

TAX DISAFFILIATION AGREEMENT BETWEEN VECTOR GROUP LTD. AND DOUGLAS ELLIMAN INC. dated as of December 21, 2021
Tax Disaffiliation Agreement • December 28th, 2021 • Douglas Elliman Inc. • Blank checks

THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of December 21, 2021, by and between Vector Group Ltd., a Delaware corporation (“Parent”), and Douglas Elliman Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Spinco” and, together with Parent, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.

RECITALS
Tax Disaffiliation Agreement • May 15th, 1998 • Waddell & Reed Financial Inc • Security brokers, dealers & flotation companies
RECITALS
Tax Disaffiliation Agreement • March 22nd, 2001 • Practice Works Inc • Services-management consulting services
RECITALS
Tax Disaffiliation Agreement • February 3rd, 2005 • Republic First Bancorp Inc • State commercial banks • Pennsylvania
1 EXHIBIT 10.3 TAX DISAFFILIATION AGREEMENT
Tax Disaffiliation Agreement • May 29th, 1997 • Linens N Things Inc • Retail-home furniture, furnishings & equipment stores • Massachusetts
TAX DISAFFILIATION AGREEMENT BETWEEN R. R. Donnelley & Sons Company AND LSC Communications, Inc. dated as of September 14, 2016
Tax Disaffiliation Agreement • October 3rd, 2016 • LSC Communications, Inc. • Commercial printing • Illinois

THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of September 14, 2016, by and between R. R. Donnelley & Sons Company, a Delaware corporation (“RRD”), and LSC Communications, Inc., a Delaware corporation and a direct wholly-owned subsidiary of RRD (“LSC” and, together with RRD, the “Parties”, and each, a “Party”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.

RECITALS
Tax Disaffiliation Agreement • June 1st, 2004 • Wca Waste Corp • Refuse systems • Texas
TAX DISAFFILIATION AGREEMENT
Tax Disaffiliation Agreement • May 6th, 2009 • Fidelity National Information Services, Inc. • Services-business services, nec • Florida

THIS TAX DISAFFILIATION AGREEMENT (this “Agreement”), dated as of July 2, 2008 is by and among Fidelity National Information Services, Inc. (“FIS”), a Georgia corporation and Lender Processing Services, Inc., a Delaware corporation and wholly owned subsidiary of FIS (“LPS”).

TAX DISAFFILIATION AGREEMENT BETWEEN CABLEVISION SYSTEMS CORPORATION AND MADISON SQUARE GARDEN, INC.
Tax Disaffiliation Agreement • January 15th, 2010 • Cablevision Systems Corp /Ny • Cable & other pay television services • New York

THIS TAX DISAFFILIATION AGREEMENT (the “Agreement”) is dated as of January 12, 2009, by and between Cablevision Systems Corporation, a Delaware corporation (“Cablevision”), and Madison Square Garden, Inc., a Delaware corporation and a wholly-owned subsidiary of Cablevision (“MSG” and, together with Cablevision, the “Parties”). Unless otherwise indicated, all “Section” references in this Agreement are to sections of the Agreement.

RECITALS
Tax Disaffiliation Agreement • January 24th, 2001 • Practice Works Inc • Services-management consulting services
RECITALS
Tax Disaffiliation Agreement • April 15th, 2002 • Ct Holdings Inc • Services-prepackaged software • Delaware
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TAX DISAFFILIATION AGREEMENT
Tax Disaffiliation Agreement • October 27th, 2006 • Fidelity National Financial Inc /De/ • Title insurance • New York

THIS TAX DISAFFILIATION AGREEMENT (this “Agreement”), dated as of October 23, 2006, is by and among Fidelity National Financial, Inc. (“FNF”), a Delaware corporation, Fidelity National Title Group, Inc. (“FNT”), a Delaware corporation, and Fidelity National Information Services Inc. (“FIS”), a Georgia corporation.

BETWEEN
Tax Disaffiliation Agreement • August 31st, 2004 • Fidelity National Information Services, Inc. • Services-computer processing & data preparation • Delaware
FORM OF
Tax Disaffiliation Agreement • April 7th, 1998 • Abercrombie & Fitch Co /De/ • Retail-family clothing stores • New York
THIRD AGREEMENT AND CONSENT RELATING TO TAX DISAFFILIATION AGREEMENT
Tax Disaffiliation Agreement • November 1st, 2005 • Acuity Brands Inc • Wholesale-chemicals & allied products

This THIRD AGREEMENT AND CONSENT RELATING TO TAX DISAFFILIATION AGREEMENT is dated as of October 7, 2005 by and among NATIONAL SERVICE INDUSTRIES, INC. (“NSI-Del”), a Delaware corporation, NATIONAL SERVICE INDUSTRIES, INC. (“NSI Enterprises”), a California corporation, (NSI Enterprises and NSI-Del being jointly refereed to herein as “NSI”), and ACUITY BRANDS, INC. (“Spinco”), a Delaware corporation.

BETWEEN
Tax Disaffiliation Agreement • June 15th, 1998 • Abercrombie & Fitch Co /De/ • Retail-family clothing stores • New York
AGREEMENT AND CONSENT RELATING TO TAX DISAFFILIATION AGREEMENT
Tax Disaffiliation Agreement • July 14th, 2003 • Acuity Brands Inc • Wholesale-chemicals & allied products

This AGREEMENT AND CONSENT RELATING TO TAX DISAFFILIATION AGREEMENT dated as of June 11, 2003 by and between NATIONAL SERVICE INDUSTRIES, INC. (“NSI-Del”), a Delaware corporation, NATIONAL SERVICE INDUSTRIES, INC. (“NSI Enterprises”), a California corporation, and ACUITY BRANDS, INC. (“Spinco”), a Delaware corporation.

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