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Document Preview Tax Sharing Agreement [Amended and Restated] |
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Title: |
Tax Sharing Agreement [Amended and Restated] |
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Entities: |
PalmSource, Inc.; Palm, Inc.; Palmsource Inc |
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Date: |
2003 |
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Size: |
Preview shows 5KB of 28KB total |
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Price: |
$33 |
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ID: |
#154976 |
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AMENDED AND RESTATED
TAX SHARING AGREEMENT
This Amended and Restated Tax Sharing Agreement (the Agreement) by and between Palm, Inc., a Delaware corporation (Parent) and its subsidiary PalmSource, Inc., a Delaware corporation (Subsidiary) is executed and effective on June 3, 2003 (the Effective Date), and amends and restates the Amended Tax Sharing Agreement between Parent and Subsidiary dated August 8, 2002.
RECITALS
WHEREAS, Parent is the parent of an affiliated group of corporations, as defined in section 1504(a) of the Internal Revenue Code of 1986, as amended (the Code), of which the Subsidiary is a member; and
WHEREAS, Parent on behalf of its affiliated group, has filed for previous taxable years consolidated federal income tax returns in accordance with section 1501 of the Code and is required to file consolidated federal income tax returns for subsequent taxable years;
WHEREAS, Subsidiary plans to issue new shares of its common stock to outside investors and possibly also in an initial public offering;
WHEREAS, following such issuances of Subsidiary common stock, Parent may distribute all of its stock in Subsidiary to Parents shareholders in a transaction qualifying as a tax-free distribution under Section 355 of the Code (the Distribution); and
WHEREAS, the parties wish to provide for the allocation among them of their consolidated federal income tax liability, state and local income tax liability, various other federal and state tax liabilities, and certain related matters.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained herein, the parties agree as follows:
1. Definitions.
For purposes of this Agreement, the terms set forth below shall be defined as follows:
(a) Consolidated Returns means any consolidated, combined or unitary Tax Returns filed by Parent with respect to United States federal, state or local Taxes, including Taxes imposed or based on net income, net worth or gross receipts.
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