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Form Of Agreement For Tax Indemnification

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This AGREEMENT FOR TAX INDEMNIFICATION (the "Agreement") is entered into effective the 15th day of December, 1998, between Smith-Gardner & Associates, Inc,. a Florida corporation (the "Company"), and Wilburn W. Smith, Allan J. Gardner and Thomas Quigley (the "Stockholders").

WHEREAS, the Company is undertaking an initial public offering of its stock in order to raise additional equity (the "Public Offering");

WHEREAS, the Internal Revenue Service (the "IRS") is currently auditing the Company's tax returns for fiscal 1995, which audit may result in a determination that the Company was not qualified as an S corporation;

WHEREAS, the Company and the Stockholders have entered into this Agreement in connection with the Public Offering;

WHEREAS, the Company will be classified as an S corporation until immediately prior to the public offering, after which it will be classified as a C corporation;

WHEREAS, the Stockholders are holders of all of the outstanding common stock, par value, $.01 per share, of the Company; and

WHEREAS, the Company and the Stockholders wish to provide for tax indemnification arrangements in connection with the Company's termination as an S corporation.

NOW, THEREFORE, the parties agree as follows:


The Company's status as an S corporation under Section 1362 of the Internal Revenue Code of 1986, as amended (the "Code"), will be terminated as of the earlier of (i) the date of the closing of the Public Offering or (ii) the date specified in a revocation of S corporation status duly filed by the Company (such date being referred to hereinafter as the "Termination Date"). The Company's status as an S corporation under pertinent state tax laws will also be terminated on the Termination Date. The Company shall use the pro rata allocation method prescribed in Section 1362(e)(2) of the Code in order to allocate its taxable income between the short S corporation taxable year ending the day prior to the Termination Date and the C corporation short taxable year commencing on the Termination Date; provided that, if the Company has revoked its S corporation status prior to the date of the Public Offering, it shall use the "closing-of-the-books" method prescribed in Section 1362(e)(3) of the Code.



2.1 FILING OF TAX RETURNS. The Company covenants and agrees that: (a) the Company shall be responsible for and shall effect the filing of all federal, state, foreign and local returns for the Company with respect to any and all taxable periods; and (b) the Company shall pay any and all taxes required to be paid by the Company for all periods covered by the returns as required by applicable law, subject to reimbursement by the Stockholders to the extent prescribed herein.

2.2 COMPANY'S INDEMNIFICATION OF THE STOCKHOLDERS FOR ADDITIONAL PRE-OFFERING TAXES. The Company hereby indemnifies and agrees to hold the Stockholders harmless from, against and in respect of any federal and state income tax liability (including penalties, interest and any taxes resulting fro
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