{"id":43746,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/tax-allocation-agreement-u-s-office-products-co-workflow.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"tax-allocation-agreement-u-s-office-products-co-workflow","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/tax-allocation-agreement-u-s-office-products-co-workflow.html","title":{"rendered":"Tax Allocation Agreement &#8211; U.S. Office Products Co., Workflow Management Inc., School Specialty Inc., Aztec Technology Partners Inc. and Navigant International Inc."},"content":{"rendered":"<pre>                               TAX ALLOCATION AGREEMENT\n\n         THIS TAX ALLOCATION AGREEMENT, dated as of June __, 1998 \n('Agreement'), among U.S. Office Products Company, a Delaware corporation \n('USOP'), Workflow Management, Inc., a Delaware corporation ('Workflow \nManagement'), School Specialty, Inc., a Delaware corporation ('School \nSpecialty'), Aztec Technology Partners, Inc., a Delaware corporation \n('Aztec') and Navigant International, Inc., a Delaware corporation \n('Navigant').  USOP, Workflow Management, School Specialty, Aztec and \nNavigant are hereinafter jointly referred to as the 'Companies.'  Workflow \nManagement, School Specialty, Aztec and Navigant are hereinafter jointly \nreferred to as the 'Spin-Off Companies.'\n\n                                      WITNESSETH\n\n         WHEREAS, USOP is the common parent of an affiliated group of \ndomestic corporations, including the Spin-Off Companies, which has elected to \nfile consolidated federal income Tax returns;\n\n         WHEREAS, USOP and the Spin-Off Companies entered into an agreement, \ndated as of June __, 1998 (the 'Distribution Agreement'), to, among other \nthings, provide for the distribution by USOP of all of the issued and \noutstanding shares of common stock of the Spin-Off Companies to the holders \nof record of shares of common stock of USOP (other than shares held in the \ntreasury of USOP); divest USOP of all businesses, operations and liabilities \nrelating to the businesses to be conducted by the Spin-Off Companies after \nthe Distributions; and allocate and assign responsibility for certain \nliabilities among USOP, the Spin-Off Companies and their respective \nSubsidiaries;\n\n         WHEREAS, pursuant to the Distribution Agreement (i) USOP will cause \ncertain Workflow Subsidiaries to be merged into Workflow Management or into a \nWorkflow Subsidiary; (ii) USOP will contribute to Workflow Management (x) all \nits right, title and interest in and to all the shares of capital stock (or \nother ownership interests) that it owns, directly or indirectly, of the \nWorkflow Subsidiaries other than shares of stock (or other ownership \ninterests) of the Workflow Subsidiaries that are already owned, directly or \nindirectly, by Workflow Management or that are to be merged into Workflow \nManagement or into a Workflow Subsidiary and (y) certain other assets; and \n(iii) Workflow Management will assume certain liabilities so that the \nWorkflow Group is consolidated under Workflow Management prior to the \nWorkflow Distribution (such mergers, contributions and assumptions of \nliabilities, the 'Workflow Contribution');\n\n\n\n         WHEREAS, pursuant to the Distribution Agreement (i) USOP will cause \ncertain School Specialty Subsidiaries to be merged into School Specialty or \ninto a School Specialty Subsidiary; (ii) USOP will contribute to School \nSpecialty (x) all its right, title and interest in and to all the shares of \ncapital stock (or other ownership interests) that it owns, directly or \nindirectly, of the School Specialty Subsidiaries other than shares of stock \n(or other ownership interests) of the School Specialty Subsidiaries that are \nalready owned, directly or indirectly, by School Specialty or that are to be \nmerged into School Specialty or into a School Specialty Subsidiary and (y) \ncertain other assets and (iii) School Specialty will assume certain \nliabilities so that the School Specialty Group is consolidated under School \nSpecialty prior to the School Specialty Distribution defined herein (such \nmergers, contributions and assumptions of liabilities, the 'School Specialty \nContribution');\n\n         WHEREAS, pursuant to the Distribution Agreement (i) USOP will cause \ncertain Aztec Subsidiaries to be merged into Aztec or into an Aztec \nSubsidiary; (ii) USOP will contribute to Aztec (x) all its right, title and \ninterest in and to all the shares of capital stock (or other ownership \ninterests) that it owns, directly or indirectly, of the Aztec Subsidiaries \nother than shares of stock (or other ownership interests) of the Aztec \nSubsidiaries that are already owned, directly or indirectly, by Aztec or that \nare to be merged into Aztec or into an Aztec Subsidiary and (y) certain other \nassets; and (iii) Aztec will assume certain liabilities so that the \nTechnology Group is consolidated under Aztec prior to the Technology \nDistribution defined herein (such mergers, contributions and assumptions of \nliabilities, the 'Technology Contribution');\n\n         WHEREAS, pursuant to the Distribution Agreement (i) USOP will cause \ncertain Navigant Subsidiaries to be merged into a Navigant Subsidiary; (ii) \nUSOP will contribute to Navigant (x) all its right, title and interest in and \nto all the shares of capital stock (or other ownership interests) that it \nowns, directly or indirectly, of the Navigant Subsidiaries other than shares \nof stock (or other ownership interests) of the Navigant Subsidiaries that are \nalready owned, directly or indirectly, by Navigant or that are to be merged \ninto Navigant or into a Navigant Subsidiary and (y) certain other assets; and \n(iii) Navigant will assume certain liabilities so that the Travel Group is \nconsolidated under Navigant prior to the Travel Distribution defined herein \n(such mergers, contributions and assumptions of liabilities, the 'Travel \nContribution');\n\n         WHEREAS, pursuant to the Distribution Agreement, USOP will \ndistribute all the shares of stock that it owns in each of Workflow \nManagement (the 'Workflow Distribution'), School Specialty (the 'School \nSpecialty Distribution'), Aztec (the 'Technology Distribution') and Navigant \n(the 'Travel Distribution') to its shareholders (collectively, the \n'Distributions') and, as a result of the Distributions, the Spin-Off \nCompanies and their Subsidiaries will not be included in the consolidated \nfederal income Tax return of USOP for the portion of the year following the \nDistributions or in future years; and\n\n                                       2\n\n\n\n         WHEREAS, the Companies desire to allocate the Tax burdens and \nbenefits of transactions which occurred on or prior to the Distribution Date, \nand to provide for certain other Tax matters, including the assignment of \nresponsibility for the preparation and filing of Tax returns and the \nprosecution and defense of any Tax controversies;\n\n         NOW, THEREFORE, in consideration of the mutual agreements contained \nherein, the Companies (each on its own behalf and on behalf of each of its \nSubsidiaries) hereby agree as follows:\n\n                                     SECTION 1\n                                    Definitions\n\nAs used in this Agreement, the following terms shall  have the following \nmeaning:\n\n         'Adverse Tax Act' shall mean, for any Person, (i) any action or \nactions of such Person, or any omission or omissions by such Person of an \naction or actions reasonably available to it, after the Distribution Date, or \n(ii) a knowing or willful inaccuracy or inaccuracies of any representation \nmade by any Company by or on behalf of any member of such Company's Group to \nUSOP's outside tax counsel in connection with such firm's rendering an \nopinion to the Companies as to certain Tax aspects of the Contributions and \nDistributions as of the Distribution Date, if such action(s) or \ninaccuracy(ies) materially contribute to a Final Determination that any of \nthe Contributions or Distributions results in the recognition of gain to USOP \nby virtue of any of the Contributions or Distributions failing to qualify \nunder sections 355 or 368 of the Code, including without limitation, by \nreason of any stock or securities of any of the Spin-Off Companies failing to \nqualify as 'qualified property' within the meaning of section 355(c)(2) of \nthe Code, or otherwise.\n\n         'Agreement' shall mean this Tax Allocation Agreement.\n\n         'Allocable Federal Income Tax Liability' shall mean, for any Group, \nthe Separate Consolidated Federal Income Tax Liability of such Group, as \nadjusted to reflect (i) any AMT (but only if there is a consolidated AMT), \n(ii) any Taxes for which USOP is obligated to indemnify such Groups pursuant \nto Section 10(b) of this Agreement, and (iii) any Taxes for which such \nGroup's Spin-Off Company is obligated to indemnify USOP pursuant to Section \n3(d) of this Agreement.\n\n         'AMT' shall mean the alternative minimum tax imposed by Section 55 \nof the Code.\n\n                                       3\n\n\n\n         'Aztec' shall have the meaning assigned to such term in the preamble \nto this Agreement.\n\n         'Aztec Subsidiary' shall mean those entities that immediately after \nthe completion of the Distributions will be Subsidiaries of Aztec.\n\n         'Closing Date' shall have the meaning assigned to such term in the \nInvestment Agreement.\n\n         'Companies' shall have the meaning assigned to such term in the \npreamble to this Agreement.\n\n         'Code' shall mean the Internal Revenue Code of 1986, as amended, or \nany successor statute.\n\n         'Consolidated Returns' shall mean (i) the consolidated U.S. federal \nincome Tax return of USOP for the period ending on April 25, 1998 and (ii) \nthe consolidated U.S. federal income Tax return of USOP for the period \ncommencing on April 26, 1998 and including the Spin-Off Company Groups \nthrough and including the Distribution Date and including the USOP Group \nthrough and including April 24, 1999.\n\n         'Contributions' shall have the meaning assigned to such term in the \nrecitals to this Agreement.\n\n         'Controlled Return' shall mean (a) the Consolidated Returns, (b) any \nPrior Period Consolidated Return and (c) any combined, affiliated or unitary \nincome Tax returns for any taxable period beginning on or prior to the \nDistribution Date that includes USOP or any Retained Subsidiary.\n\n         'Distributing Tax Payor' shall have the meaning assigned to such \nterm in Section 10(a)(iii) of this Agreement.\n\n         'Distribution Agreement' shall have the meaning assigned to such \nterm in the recitals to this Agreement.\n\n         'Distribution Date' shall mean the date on which the Distributions \nare effective for U.S. federal income Tax purposes.\n\n         'Distributions' shall have the meaning assigned to such term in the \nrecitals to this Agreement.\n\n                                       4\n\n\n\n         'Final Determination' shall mean the final resolution of liability \nfor any Tax for any taxable period, including any related interest or \npenalties, by or as a result of: (i) a final and unappealable decision, \njudgment, decree or other order of a court of competent jurisdiction; (ii) a \nclosing agreement or accepted offer in compromise under Section 7121 or 7122 \nof the Code, or comparable agreement under the laws of other jurisdictions, \nwhich resolves the entire Tax liability for such Tax for such taxable period; \n(iii) any allowance of a refund or credit in respect of an overpayment of \nTax, but only after the expiration of all periods during which such refund \nmay be recovered (including by way of offset) by the applicable Taxing \njurisdiction; or (iv) any other final disposition, including by reason of the \nexpiration of the applicable statute of limitations.\n\n         'FTC' shall mean the foreign tax credit pursuant to Section 27 of \nthe Code.\n\n         'Group' shall mean the USOP Group, Workflow Group, School Specialty \nGroup, Technology Group and\/or Travel Group, as the context may require.\n\n         'Investment Agreement' shall mean the Investment Agreement dated as \nof January 12, 1998 by and between USOP and CDR-PC Acquisition, L.L.C., a \nDelaware limited liability company, as amended by Amendment No. 1 thereto, \ndated as of February 3, 1998.\n\n         'IPO' shall mean, as to any Spin-Off Company, the initial public \noffering of securities to be conducted by such company, which offering is \nscheduled to occur on or about the Distribution Date.\n\n         'IRS' shall mean the Internal Revenue Service of the United States.\n\n         'Losses' shall mean any and all claims, demands, liabilities, \nobligations, losses, costs, expenses, fines or damages (whether absolute, \naccrued, conditional or otherwise, and whether or not resulting from third \nparty claims), including interest and penalties with respect thereto and \nout-of-pocket expenses and reasonable attorneys' and accountants' fees and \nexpenses incurred in the investigation or defense of any of the same or in \nasserting, preserving or enforcing any rights related thereto.\n\n         'Market Capitalization' shall mean, for any entity, the market \ncapitalization of such entity determined on the basis of the average closing \nprice for the common stock of such entity for the five-day period ending on \nthe tenth day after the Distribution Date.\n\n         'Navigant' shall have the meaning assigned to such term in the \npreamble to this Agreement.\n\n                                       5\n\n\n\n         'Navigant Subsidiary' shall mean those entities that immediately \nafter the completion of the Distributions will be Subsidiaries of Navigant.\n\n         'Person' shall mean any individual, partnership, joint venture, \ncorporation, limited liability company, trust, unincorporated organization, \ngovernment or department or agency of a government.\n\n         'Prime Rate' shall mean the 'prime rate' charged by Citibank, N.A., \nNew York, New York, as such rate shall be changed from time to time, \ncompounded daily on the basis of a year of 365\/366 days and actual days \nelapsed.\n\n         'Prior Period Consolidated Return' shall mean any U.S. federal \nconsolidated income Tax return of USOP filed, or to be filed, for taxable \nperiods commencing prior to April 27, 1997.\n\n         'Retained Subsidiaries' shall mean all of the Subsidiaries of USOP \nother than the Spin-Off Companies and the Spin-Off Company Subsidiaries.\n\n         'Restricted Transaction' shall mean for any Spin-Off Company (i) any \nissuance of capital stock (including, without limitation, in connection with \nany public offering or any acquisition by such Spin-Off Company, or in \nconnection with any merger or consolidation of another Person into such \nSpin-Off Company or any Subsidiary of such Spin-Off Company, and including \nany delivery of capital stock from the treasury of such Spin-Off Company), \nother than an IPO or in connection with the exercise of any employee stock \noption granted on or prior to the Distribution Date; (ii) any issuance of \nsecurities convertible into, or exercisable or exchangeable for, capital \nstock of such Spin-Off Company; or (iii) any merger or consolidation or other \nbusiness combination of such Spin-Off Company into another Person or any sale \nor transfer of all or substantially all of such Spin-Off Company's assets to \nanother Person. \n\n         'School Specialty' shall have the meaning assigned to such term in \nthe preamble to this Agreement.\n\n         'School Specialty Contribution' shall have the meaning assigned to \nsuch term in the recitals to this Agreement.\n\n         'School Specialty Distribution' shall have the meaning assigned to \nsuch term in the recitals to this Agreement.\n\n         'School Specialty Group' shall mean School Specialty and each School \nSpecialty Subsidiary. \n\n                                       6\n\n\n\n         'School Specialty Subsidiary' shall mean those entities that \nimmediately after the completion of the Distributions will be Subsidiaries of \nSchool Specialty.\n\n         'Separate Consolidated Federal Income Tax Liability' shall mean, for \nany Group and any taxable year or portion thereof during which it is included \nin the Consolidated Returns or any Prior Period Consolidated Return, the U.S. \nfederal income Tax liability which such Group would have incurred if such \nGroup, on a stand-alone basis, had been an affiliated group eligible to file \na consolidated return for such taxable year or any portion thereof and had \nfiled such a return for such period, computed without regard to AMT.\n\n         'Spin-Off Companies' shall have the meaning assigned to such term in \nthe preamble to this Agreement.\n\n         'Spin-Off Company Groups' shall mean the Workflow Group, the School \nSpecialty Group, the Technology Group and the Travel Group.\n\n         'Spin-Off Company Subsidiaries' shall mean the Workflow \nSubsidiaries, the School Specialty Subsidiaries, the Aztec Subsidiaries and \nthe Navigant Subsidiaries.\n\n         'Subsidiary' shall mean any corporation, partnership, limited \nliability company, joint venture or other entity (i) in which another Person \nowns, directly or indirectly, ownership interests sufficient to elect a \nmajority of the Board of Directors (or Persons performing similar functions) \n(irrespective of whether at the time any other class or classes of ownership \ninterests of such corporation, partnership, joint venture or other entity \nshall or might have such voting power upon the occurrence of any contingency) \nor (ii) of which another Person is a general partner or an entity performing \nsimilar functions (e.g., a trustee or managing member). \n\n         'Tax' or 'Taxes' shall mean all forms of taxation, whenever created \nor imposed, and whether of the United States or elsewhere, and whether \nimposed by a local, municipal, governmental, state, foreign, federal or other \nbody, and without limiting the generality of the foregoing, shall include \nincome, sales, use, ad valorem, gross receipts, license, value added, \nfranchise, transfer, recording, withholding, payroll, wage withholding, \nemployment, excise, occupation, unemployment insurance, social security, \nbusiness license, business organization stamp, environmental, premium and \nproperty taxes, together with any related interest, penalties and additions \nto any such tax, or additional amounts imposed by any Taxing Authority.\n\n         'Tax Administrator' shall mean Don Platt, the Chief Financial \nOfficer of USOP, or such other person as USOP shall appoint with the consent \nof each of the Spin-Off Companies, which consent shall not be unreasonably \nwithheld or delayed.\n\n                                       7\n\n\n\n         'Taxing Authority' shall mean any governmental or quasi-governmental \nbody, domestic or foreign, exercising any Taxing authority or Tax regulatory \nauthority.\n\n         'Tax Credits' shall include all credits against Tax pursuant to \nSubtitle A, Chapter 1, Subchapter A, Part IV of the Code.\n\n         'Tax Item'  shall mean any net operating loss, net capital loss, \ndeduction or credit (including, but not limited to, any FTC).\n\n         'Technology Contribution' shall have the meaning assigned to such \nterm in the recitals to this Agreement.\n\n         'Technology Distribution' shall have the meaning assigned to such \nterm in the recitals to this Agreement.\n\n         'Technology Group' shall mean Aztec and each Aztec Subsidiary. \n\n         'Travel Contribution' shall have the meaning assigned to such term \nin the recitals to this Agreement.\n\n         'Travel Distribution' shall have the meaning assigned to such term \nin the recitals to this Agreement.\n\n         'Travel Group' shall mean Navigant and each Navigant Subsidiary. \n\n         'USOP' shall have the meaning assigned to such term in the preamble \nto this Agreement.\n\n         'USOP Group' shall mean USOP and each Retained Subsidiary.\n\n         'USOP Stock Plan' shall mean any of the 1994 Amended and Restated \nLong-Term Incentive Plan, the 1996 Non-Employee Directors' Stock Plan, the \n1997A Stock Option Plan for Employees of Mail Boxes Etc., the 1997B Stock \nOption Plan for Employees of Mail Boxes Etc. and the 1997 Stock Option Plan \nfor former Non-Employee Directors of Mail Boxes Etc. (and any underlying \noriginal or predecessor plans).\n\n         'Workflow Contribution' shall have the meaning assigned to such term \nin the recitals to this Agreement.\n\n                                       8\n\n\n\n         'Workflow Distribution' shall have the meaning assigned to such term \nin the recitals to this Agreement.\n\n         'Workflow Group' shall mean Workflow Management and each Workflow \nSubsidiary. \n\n         'Workflow Management' shall have the meaning assigned to such term \nin the preamble to this Agreement.\n\n         'Workflow Subsidiary' shall mean those entities that immediately \nafter the completion of the Distributions will be Subsidiaries of Workflow \nManagement.\n\n                                     SECTION 2\n                              Tax Returns to be Filed\n\n         (a)   Consolidated Returns and Prior Period Consolidated Returns. \n\n               (i)   Each of the Companies will join, and will cause each of \ntheir respective Subsidiaries to join, in the Consolidated Returns to the \nextent each is eligible to join in such return under the provisions of the \nCode and the regulations thereunder. The Tax Administrator will cause the \nConsolidated Returns to be timely prepared and filed, and will timely prepare \nand file any consents and requests for extension of time within which to file \nthe Consolidated Returns or any related information or similar returns. The \nTax Administrator shall make the Consolidated Returns available to the Chief \nFinancial Officers of the Spin-Off Companies for their review prior to filing \nand shall furnish them a copy of the return promptly after it is filed.\n\n               (ii)  Each of the Spin-Off Companies agrees that it will cause \nits respective Chief Financial Officer to furnish to the Tax Administrator on \na timely basis such information, schedules, analyses and any other items as \nmay be reasonably required to prepare the Consolidated Returns.  Such \ninformation, schedules, analyses and other items will be prepared in a manner \nconsistent with existing practice and in accordance with the work plan and \nschedule to be agreed upon among the Tax Administrator and the Chief \nFinancial Officer of each of the Spin-Off Companies, acting reasonably, as \nsoon as practicable after the Distribution Date.\n\n               (iii) The Companies hereby agree to execute and deliver all \ndocumentation reasonably required (including powers of attorney, if \nrequested) to enable the Tax Administrator to timely file, and to take all \nactions necessary or incidental to the filing of, the Consolidated Returns \n(including, without limitation, the execution of Treasury Form 1122), or \n\n                                       9\n\n\n\nany amendment of the Consolidated Returns or any Prior Period Consolidated \nReturn. The Tax Administrator shall decide in his sole discretion whether to \nfile an amended return, and no consent of any Company shall be required for \nthe filing of any such amended return.\n\n               (iv)  Taxes with respect to the Consolidated Returns or any \nPrior Period Consolidated Return shall be paid or caused to be paid by USOP, \nwhich shall act as agent of the Spin-Off Companies and their includable \nSubsidiaries in all Tax matters having to do with the Consolidated Returns or \nany Prior Period Consolidated Return.\n\n         (b)   Other Controlled Returns.  The Tax Administrator shall cause \nany other Controlled Returns and any amendment of any such Controlled Returns \nto be timely prepared, filed and paid, utilizing procedures substantially \nsimilar to those provided in Section 2(a) of this Agreement with respect to \nthe Consolidated Returns and Prior Period Consolidated Returns.\n\n         (c)   Other Tax Returns.  The Companies shall, and shall cause their \nrespective Subsidiaries to, timely prepare and file Tax returns for any \ntaxable period beginning prior to the Distribution Date (other than \nControlled Returns) in those jurisdictions in which they are required to do \nso in a manner consistent with past practice. Taxes shown as payable on any \nTax return filed by one of the Companies pursuant to this Section 2(c) shall \nbe paid or caused to be paid by the Company responsible under this Section \n2(c) for filing such return or causing such return to be filed. The Tax \nAdministrator shall have the right to approve any Tax returns filed pursuant \nto this Section 2(c) prior to such filing if USOP could be liable for Taxes \ndue with respect to any such Tax returns under principles analogous to \nTreasury regulation section 1.1502-6.\n\n                                     SECTION 3\n               Consolidated Returns Computations of Tax and Payments\n\n         (a)   Computations of Tax and Payments for the Consolidated Return \nyear ending on April 25, 1998:\n\n               (i)   On or before July 14, 1998, an interim Tax settlement \npayment shall be made to or by USOP by or to each of the Spin-Off Companies, \nas the case may be, equal to the difference between their respective Group's \nSeparate Consolidated Federal Income Tax Liability (as reasonably determined \nby the Tax Administrator) and the net amounts previously paid with respect to \nestimated Taxes by such Group for the Consolidated Return year ending on \nApril 25, 1998.  \n\n                                       10\n\n\n\n               (ii)  Based on computations to be prepared by the affected \nSpin-Off Company and approved by the Tax Administrator, an adjusting payment \nequal to the difference between its Group's Allocable Federal Income Tax \nLiability and the net amounts previously paid with respect to estimated Taxes \nby such Group for the Consolidated Return year ending on April 25, 1998, \nincluding payments pursuant to Sections 3(a)(i) of this Agreement, shall be \nmade to or by USOP by or to such Spin-Off Company, as the case may be, on or \nbefore February 15, 1999 based on the Consolidated Return for the year ending \nApril 25, 1998 as filed.\n\n         (b)   Computations of Tax and Payments for the Consolidated Return \nyear ending on April 24, 1999:\n\n               (i)   On or before April 14, 1999, each of the Spin-Off \nCompanies agrees to make payments to USOP equal to the excess, if any, of its \nGroup's estimated Separate Consolidated Federal Income Tax Liability for the \nConsolidated Return year ending on April 24, 1999 (as reasonably determined \nby the Tax Administrator) over such Group's prior payments, including any \npayments with respect to estimated Taxes for such Consolidated Return year, \nand USOP agrees to make payments to each of the Spin-Off Companies equal to \nthe excess, if any, of their respective Group's prior payments with respect \nto estimated Taxes for the Consolidated Return year ending on April 24, 1999 \nover such Group's estimated Separate Consolidated Federal Income Tax \nLiability (as reasonably determined by the Tax Administrator) for the \nConsolidated Return year ending on April 24, 1999. \n\n               (ii)  On or before July 14, 1999, an interim Tax settlement \npayment shall be made to or by USOP by or to each of the Spin-Off Companies, \nas the case may be, equal to the difference between their respective Group's \nSeparate Consolidated Federal Income Tax Liability (as reasonably determined \nby the Tax Administrator) and the net amounts previously paid with respect to \nestimated Taxes by such Group for the Consolidated Return year ending on \nApril 24, 1999.  \n\n               (iii) Based on computations to be prepared by the affected \nSpin-Off Company and approved by the Tax Administrator, an adjusting payment \nequal to the difference between its Group's Allocable Federal Income Tax \nLiability and the net amounts previously paid by such Group with respect to \nestimated Taxes for the Consolidated Return year ending on April 24, 1999, \nincluding payments pursuant to Sections 3(b)(i) and 3(b)(ii) of this \nAgreement, shall be made to or by USOP by or to such Spin-Off Company, as the \ncase may be, on or before February 15, 2000 based on the Consolidated Return \nfor the year ending April 24, 1999 as filed.  Each of the Spin-Off Companies \nshall increase or decrease, as the case may be, its Group's liability for \nsuch adjusting payment by the amount of any AMT credit carryforward allocated \nto its Group under the consolidated return regulations which exceeds or is \nless than, as the case may be, the AMT calculated on a separate consolidated \nbasis.\n\n                                       11\n\n\n\n         (c)   Computations of Tax and Payments for Controlled Returns Other \nthan Consolidated Returns.  Tax Payments shall be made to or by USOP by or to \neach of the Spin-Off Companies, as the case may be, utilizing procedures \nsubstantially similar to, and determining the amount payable by or to each \nGroup using, to the extent possible, methods substantially similar to, those \nprovided in Sections 3(a) and 3(b) of this Agreement with respect to any \nControlled Return other than a Consolidated Return for any period beginning \nprior to the Distribution Date and ending on or after April 25, 1998.  \n\n         (d)   Intercompany Transactions.  Each of the Spin-Off Companies \nshall be liable for and shall indemnify, defend and hold USOP harmless from \nand against any Losses with respect to Taxes attributable to any \n'intercompany transaction' to the extent such Loss is attributable to any \n'intercompany item' that such Spin-Off Company or any of its Subsidiaries is \nrequired to take into account immediately prior to the Distributions pursuant \nto Treasury Regulations section 1.1502-13.\n\n                                     SECTION 4\n                                   Special Rules\n\n         (a)   If the Tax liability (including any interest relating thereto) \nfor either Consolidated Return exceeds or is less than the total of the five \nGroups' Allocable Federal Income Tax Liability (including any interest \nrelating thereto), a payment shall be made to or by USOP by or to each of the \nSpin-Off Companies equal to each of the Spin-Off Companies pro rata portion \nof such excess or shortfall based on their respective Group's relative \nAllocable Federal Income Tax Liability (including any interest relating \nthereto) for such Consolidated Return; provided, that AMT in an amount equal \nto any AMT credit carryforward from the Consolidated Returns allocated to a \nGroup shall be charged to and paid by such Group.\n\n         (b)   A payment shall be made to or by USOP by or to each of the \nSpin-Off Companies utilizing procedures substantially similar to those \nprovided in Sections 4(a) of this Agreement with respect to any Controlled \nReturn other than a Consolidated Return for any period beginning prior to the \nDistribution Date and ending on or after April 25, 1998.  \n\n         (c)   Each of the Companies agrees that, unless it obtains consent \nof the Tax Administrator, all members of its Group will waive the carryback \nof any net operating loss from a Tax period beginning on or after the \nDistribution Date to the Consolidated Returns or Prior Period Consolidated \nReturn.\n\n                                       12\n\n\n\n                                     SECTION 5\n                     Deductions Related to Exercise of Options\n\n         Notwithstanding anything to the contrary in Section 3 of this \nAgreement, any Tax saving or other benefit attributable to any compensation \ndeduction arising from or in connection with the exercise by any employee of \nany Company, or of any such Company's Subsidiaries (determined immediately \nafter the Distributions), of any option granted under any of the USOP Stock \nPlans shall be apportioned to the entity whose shares were issued upon the \nexercise of such option, provided that any compensation deduction arising \nfrom or in connection with any such exercise on or prior to the Closing Date \nby any employee of any Company or of any such Company's Subsidiaries \n(determined immediately after the Closing Date) shall be apportioned to such \nCompany.\n\n                                     SECTION 6\n                                 Dispute Resolution\n\n         In the event of a disagreement between the Tax Administrator and any \nor all of the Spin-Off Companies, all computations or recomputations of \nfederal or state and local income and franchise Tax liability, and all \ncomputations or recomputations of any amount or any payment (including, but \nnot limited to, computations of the amount of the Tax liability, any loss or \ncredit or deduction, federal statutory Tax rate change for a year, \nutilization of carryback items, interest, penalties, and adjustments) and all \ndeterminations of the amount of payments or repayments, or determinations of \nany other nature necessary to carry out the terms of this Agreement will be \nreviewed by the national office of Ernst &amp; Young, LLP (unless the disputing \nparties unanimously agree on another accounting firm of national reputation), \nwith the costs of such review being shared equally by such disputing parties. \n If any disagreement remains after any such review, including any \ndisagreement as to the construction, applicability or binding nature of this \nAgreement, that disagreement shall be resolved by an arbitrator with the cost \nof such arbitration being shared equally by such disputing parties; provided \nthat such arbitrator shall be a retired or former judge of the United States \nTax Court or such other qualified person as the relevant parties may agree to \ndesignate; provided further, that, in the event that the relevant parties \nagree to designate a qualified person (other than a retired or former judge \nof the United States Tax Court), such other qualified person shall have had \nsubstantial experience with regard to settling complex Tax disputes.  The \ndecision of the arbitrator shall be binding on the parties.\n\n         If the procedures for resolving a dispute, controversy or claim \nbetween the Companies or any of their respective Subsidiaries arising out of \nor relating to this Agreement are not controlled by this Agreement, such \ndispute, controversy or claim shall be resolved (and costs \n\n                                       13\n\n\n\nshall be apportioned) pursuant to the procedures set forth in Article IX of \nthe Distribution Agreement.\n\n                                     SECTION 7\n                                 Survival of Terms\n\n         The provisions of this Agreement shall survive the Distribution Date \nand remain in full force until all periods of limitations, including any \nextension or waiver periods, as well as the ten-year statute of limitations \nwith respect to FTC redeterminations, for the Controlled Return taxable \nperiods, have expired and no further carrybacks to such periods are possible \nand for 30 days thereafter; provided that the provisions of this Agreement \nshall remain in full force and effect with respect to any pending claim under \nthis Agreement until the final resolution of such claim.\n\n                                     SECTION 8\n                                Parties to Cooperate\n\n         Each of the Companies shall, and shall cause their respective \nSubsidiaries to, cooperate fully and to the extent reasonably requested by \nany other Company in connection with the preparation and filing of any return \nor the conduct of any audit, dispute, proceeding, suit or action concerning \nany issues or any other matter contemplated hereunder. Such cooperation shall \ninclude, without limitation, (i) the retention and provision on demand of \nbooks, records, documentation or other information relating to any Tax matter \nuntil the later of (x) the expiration of the applicable statute of limitation \n(giving effect to any extension, waiver, or mitigation thereof) and (y) in \nthe event any claim has been made under this Agreement for which such \ninformation is relevant, until a Final Determination with respect to such \nclaim, (ii) the provision of additional information with respect to, and \nexplanations of, Tax practices (including elections, accounting methods, \nconventions and principles of taxation) and the provision of material \ndescribed in clause (i) of this Section 8; (iii) the execution of any \ndocument that may be necessary or reasonably helpful in connection with the \nfiling of any Tax return by any member of one of the Groups, or in connection \nwith any audit, proceeding, suit or action addressed in the preceding \nsentence; and (iv) the use by each of the Companies of its reasonable efforts \nto obtain any documentation from a governmental authority or a third party \nthat may be necessary or helpful in connection with the foregoing. Each of \nthe Companies shall make its employees and facilities available on a mutually \nconvenient basis to facilitate such cooperation and shall retain as permanent \nrecords all documentation necessary to enable it to determine any obligation \nunder this Agreement. The records described above will be made available to \nrepresentatives of any of the Companies within a reasonable time upon request \nand may be photocopied on an as needed basis.  The requesting Company shall \npay the reasonable out of pocket costs incurred by any \n\n                                       14\n\n\n\nCompany, or Subsidiary thereof, in cooperating with the requesting Company \npursuant to this Section 8.\n\n                                     SECTION 9\n                                      Notices\n\n         Any notice, request, instruction or other communication to be given \nhereunder by any party to another shall be in writing and shall be deemed to \nhave been duly given (i) on the date of delivery if delivered personally, or \nby telefacsimile, upon confirmation of receipt, (ii) on the first business \nday following the date of dispatch if delivered by Federal Express or other \nnationally reputable next-day courier service with proof of delivery, or \n(iii) on the fifth business day following the date of mailing if delivered by \nregistered or certified mail, return receipt requested, postage prepaid.  All \nnotices hereunder shall be delivered as set forth below, or pursuant to such \nother instructions as may be designated in writing by the party to receive \nsuch notice.\n\n         (a)   If to Workflow Management:\n\n               Workflow Management, Inc.\n               240 Royal Palm Way\n               Palm Beach, Florida 33480\n               Attention:  Thomas B. D'Agostino\n               Telefacsimile: (561) 659-7793\n\n         (b)   If to School Specialty:\n\n               School Specialty, Inc.\n               1000 North Bluemound Drive\n               Appleton, Wisconsin 54914\n               Attention:  Daniel P. Spalding\n               Telefacsimile: (920) 734-6276 \n\n                                       15\n\n\n\n         (c)   If to Aztec:\n\n               Aztec Technology Partners, Inc.\n               52 Roland Street\n               Boston, Massachusetts 02129\n               Attention:  James E. Claypoole\n               Telefacsimile: (617) 623-58888\n\n         (d)   If to Navigant:\n\n               Navigant International, Inc.\n               84 Inverness Circle East\n               Englewood, Colorado 80112-5314\n               Attention:  Edward S. Adams\n               Telefacsimile: (303) 706-0770\n\n         (e)   If to USOP:\n\n               U.S. Office Products Company\n               1025 Thomas Jefferson Street, N.W., Suite 600 East\n               Washington, D.C.  20007-5490\n               Attention:  Mark D. Director, Esq. \n                           Kathleen Delaney, Esq.\n               Telefacsimile:  (202) 339-6733\n\n               with copies to:\n                    \n               Clayton, Dubilier &amp; Rice, Inc.\n               375 Park Avenue\n               Eighteenth Floor\n               New York, NY  10152\n               Attention:  Donald J. Gogel\n               Telefacsimile: (212) 407-5200\n\n                                       16\n\n\n\n                                     SECTION 10\n                                  Indemnification\n\n         (a)   Pre-Distribution &amp; Distribution Taxes.  \n\n               (i)   USOP Indemnification.  USOP shall be liable for and \nshall indemnify, defend and hold the Spin-Off Companies harmless from and \nagainst any Losses with respect to Taxes that result from, or arise in \nconnection with, an Adverse Tax Act of USOP or any of the Retained \nSubsidiaries.\n\n               (ii)  Spin-Off Companies Indemnification. The Spin-Off \nCompanies shall be jointly and severally liable for and shall jointly and \nseverally indemnify, defend and hold USOP harmless from and against any \nLosses with respect to Taxes that result from, or arise in connection with, \nan Adverse Tax Act of any of the Spin-Off Companies or any of their \nrespective Subsidiaries.\n\n               (iii) Multiple Adverse Tax Acts.  If any Losses with respect \nto Taxes result from, or arise in connection with, (a) an Adverse Tax Act of \nUSOP or any of the Retained Subsidiaries and (b) an Adverse Tax Act of any or \nall of the Spin-Off Companies or any of their respective Subsidiaries (each \nSpin-Off Company that is responsible or whose Subsidiary is responsible for \nan Adverse Tax Act a 'Distributing Tax Payor'), then the Spin-Off Companies \nshall be jointly and severally liable for and shall jointly and severally \nindemnify, defend and hold USOP harmless from and against a percentage of \nsuch Losses with respect to Taxes equal to the percentage determined by \ndividing (x) the aggregate Market Capitalizations of the Distributing Tax \nPayors by (y) the aggregate Market Capitalizations of the Distributing Tax \nPayors and USOP.\n\n               (iv)  No Adverse Tax Acts.  If USOP incurs any Losses with \nrespect to Taxes resulting from the Contributions or Distributions, as a \nresult of the failure of the Contributions or Distributions to qualify under \nSection 355 or 368 of the Code or otherwise, including, without limitation, \nby reason of any stock or securities of any of the Spin-Off Companies failing \nto qualify as 'qualified property' within the meaning of Section 355(c)(2) of \nthe Code, except to the extent such Losses result from an Adverse Tax Act by \nany of the Companies or any of their respective Subsidiaries, then each of \nthe Spin-Off Companies shall be liable for and shall indemnify, defend and \nhold USOP harmless from the portion of such Losses that bears the same ratio \nto the aggregate amount of such Losses as the Market Capitalization of such \nSpin-Off Company bears to the aggregate Market Capitalization of all of the \nCompanies.\n\n         (b)   Treasury Regulations Sections 1.1502-6 and 1.1502-77.  USOP \nshall be liable for and shall indemnify, defend and hold each of the Spin-Off \nCompanies harmless from \n\n                                       17\n\n\n\nand against any federal or state income or franchise Taxes for the \nConsolidated Return or any Prior Period Consolidated Return for which any of \nthe Spin-Off Company Groups may be liable solely as a result of the operation \nof Treasury Regulation Sections 1.1502-6 and 1.1502-77 or any state \ncounterpart statute or regulation.\n\n                                     SECTION 11\n                            Tax Deficiencies and Claims\n\n         (a)   Except as otherwise provided in Section 11(b), the Tax \nAdministrator shall control all audits, examinations and proceedings with \nrespect to Taxes with respect to any Controlled Returns.  The Tax \nAdministrator shall have overall responsibility for obtaining and \ncoordinating all responses in connection with any such proceedings with \nrespect to any Controlled Returns.  To the extent that any such audit affects \none of the Groups, such Group shall prepare and submit such responses in a \nmanner consistent with prior practice; provided, however that the Tax \nAdministrator shall have the right to approve all such responses prior to \ntheir submission.  Adjustments affecting solely the taxable income, gain, \nloss or deductions of, or Tax Credits generated by, any Group may be agreed \nupon or settled only upon approval of that Group, which approval shall not be \nunreasonably withheld or delayed.\n\n         (b)   Spin-Off Company Claims.  Any proposed or actual income Tax \ndeficiencies or refund claims with respect to Controlled Returns which arise \nfrom the business activities of one of the Spin-Off Company Groups, and do \nnot otherwise affect any Controlled Return or the Tax treatment of the \nContributions or Distributions, may be defended or prosecuted by such Group \nat its own cost and expense and with counsel and accountants of its own \nselection; provided that in an action for an income Tax deficiency such Group \nshall have theretofore acknowledged in writing its liability for such Taxes, \nif any.  The Tax Administrator may participate in any such prosecution or \ndefense at USOP's cost and expense (in either event such cost or expense is \nnot to include the amount of any payment of any Tax claim, interest or \npenalties, or of any compromise settlement or other disposition thereof). \nNotwithstanding the foregoing, none of the Spin-Off Company Groups shall have \na right to an extension of the statute of limitations beyond the time \nreasonably necessary to complete review at the Appeals Division of the IRS or \nto any waiver of any other procedural safeguard without the prior written \nconsent of the Tax Administrator, which consent shall not be unreasonably \nwithheld.  The limitation expressed in the preceding sentence applies, but is \nnot limited to, the filing of a petition with the United States Tax Court. If \none of the Spin-Off Groups defends or prosecutes an action, it shall keep the \nTax Administrator informed of matters relating to such defense or prosecution.\n\n                                       18\n\n\n\n         (c)   Cost of Advisors.  In connection with the defense of any audit \nof any Controlled Return, except with regard to claims described in Section \n11(b) of this Agreement, the Tax Administrator may retain advisors and charge \nthe reasonable cost of their services to the appropriate Group or Groups. \n\n                                     SECTION 12\n                        Payment of Deficiencies and Refunds\n\n         (a)   The Allocable Federal Income Tax Liability and any other Tax \nliability of the Spin-Off Company Groups with respect to any Controlled \nReturns shall be adjusted in computations to be prepared by the relevant \nSpin-Off Company Group and approved by the Tax Administrator with respect to \nchanges in the taxable income, loss, deduction or Tax credits of the relevant \nSpin-Off Company Group:\n\n               (i)   in each instance when payments are to be made to, or \nrefunds are received from, the relevant Taxing authority;\n\n               (ii)  when no payment is to be made or refund is to be \nreceived due to offsetting adjustments, upon filing of an amended return, \ncompletion of an audit and an appellate review by the relevant Taxing \nauthority; and\n\n               (iii) to reflect the results of any Final Determination.\n\n         Each of the Spin-Off Companies agree to pay to USOP additional \namounts (plus penalties and additions to Tax, if any) equal to any increases \nin the Allocable Federal Income Tax Liability (or any other Tax liability \nwith respect to a Controlled Return) of such Spin-Off Company's Group \nresulting from any such changes, and USOP agrees to pay to each of the \nSpin-Off Companies amounts equal to any decreases in the Allocable Federal \nIncome Tax Liability (or any other Tax liability with respect to a Controlled \nReturn) of each such Spin-Off Company's Group resulting from any such \nchanges, in each case together with any interest relating thereto. For \npurposes of this Agreement, unless specifically provided otherwise, interest \nshall be computed at the federal statutory rate used, pursuant to Section \n6621(a) of the Code, by the IRS in computing the interest payable to or by it \non the net balance due to or from the IRS. Any interest under Section 6621(c) \nof the Code shall be charged to the Group whose separate deficiency gave rise \nto such interest. If the separate deficiencies of more than one Group gave \nrise to such interest, then such interest shall be allocated between or among \nsuch Groups.  Penalties levied in respect of any Controlled Return shall be \ncharged to the Group whose separate computations gave rise to such penalty.\n\n                                       19\n\n\n\n         (b)   Amounts payable to or from USOP from or to any of the Spin-Off \nCompanies under Section 12(a) of this Agreement shall be paid upon written \nrequest therefor approved by the Tax Administrator, together with interest \nthereon from the original due date or such other date as may be appropriate \nunder the circumstances. Any amounts due to or from USOP from or to any of \nthe Spin-Off Companies under Section 12(a) of this Agreement as a result of a \npayment to a Taxing authority or the receipt of a refund shall be paid within \nfive working days after such payment or receipt, together with appropriate \ninterest thereon.  If no payment is to be made or refund is to be received \ndue to offsetting items among the various Groups, then Tax and interest \n(computed at the IRS overpayment rates) shall be paid within 30 calendar days \nafter the completion of each of the audit and appellate review of the Tax \nperiod in question and a Final Determination.  After expiration of the five \nday period (or, if applicable, 30 day period) any amounts unpaid shall bear \ninterest computed from the date of payment or receipt (or, if applicable, \ncompletion or Final Determination) at the Prime Rate.\n\n         (c)   No payment relating to a change in Allocable Federal Income \nTax Liability (or any other Tax liability with respect to a Controlled \nReturn) shall be made by or to any Group with respect to the IRS audit of any \nControlled Return until the audit has been completed with respect to all \nGroups, unless such advance payment has been approved by the Tax \nAdministrator.\n\n                                     SECTION 13\n                         Certain Post-Distribution Actions\n\n         (a)   USOP.\n\n               (i)   USOP shall comply with and otherwise not take any action \ninconsistent with any representation or statement made, or to be made, by or \non behalf of any member of the USOP Group in connection with this Agreement \nor to USOP's outside Tax counsel in connection with such firm's rendering an \nopinion to the Companies as to certain Tax aspects of the Contributions and \nDistributions.\n\n               (ii)  Until two years after the Distribution Date, USOP will \nmaintain its status as a company engaged in the active conduct of a trade or \nbusiness, as defined in Section 355(b) of the Code.\n\n         (b)   Workflow Management.\n\n               (i)   Workflow Management shall comply with and otherwise not \ntake action inconsistent with each representation and statement made, or to \nbe made, by or on behalf \n\n                                       20\n\n\n\nof any member of the Workflow Group in connection with this Agreement or to \nUSOP's outside Tax counsel in connection with such firm's rendering an \nopinion to the Companies as to certain Tax aspects of the Contributions and \nDistributions.\n\n               (ii)  Until two years after the Distribution Date, Workflow \nManagement will maintain its status as a company engaged in the active \nconduct of a trade or business, as defined in Section 355(b) of the Code.\n\n         (c)   School Specialty.\n\n               (i)   School Specialty shall comply with and otherwise not \ntake action inconsistent with each representation and statement made, or to \nbe made, by or on behalf of any member of the School Specialty Group in \nconnection with this Agreement or to USOP's outside Tax counsel in connection \nwith such firm's rendering an opinion to the Companies as to certain Tax \naspects of the Contributions and Distributions.\n\n               (ii)  Until two years after the Distribution Date, School \nSpecialty will maintain its status as a company engaged in the active conduct \nof a trade or business, as defined in Section 355(b) of the Code.\n\n         (d)   Aztec.\n\n               (i)   Aztec shall comply with and otherwise not take action \ninconsistent with each representation and statement made, or to be made, by \nor on behalf of any member of the Technology Group in connection with this \nAgreement or to USOP's outside Tax counsel in connection with such firm's \nrendering an opinion to the Companies as to certain Tax aspects of the \nContributions and Distributions.\n\n               (ii)  Until two years after the Distribution Date, Aztec will \nmaintain its status as a company engaged in the active conduct of a trade or \nbusiness, as defined in Section 355(b) of the Code.\n\n         (e)   Navigant.\n\n               (i)   Navigant shall comply with and otherwise not take action \ninconsistent with each representation and statement made, or to be made, by \nor on behalf of any member of the Travel Group in connection with this \nAgreement or to USOP's outside Tax counsel in connection with such firm's \nrendering an opinion to the Companies as to certain Tax aspects of the \nContributions and Distributions.\n\n                                       21\n\n\n\n               (ii)  Until two years after the Distribution Date, Navigant \nwill maintain its status as a company engaged in the active conduct of a \ntrade or business, as defined in Section 355(b) of the Code.\n\n         (f)   During the two-year period following the Distribution Date, \nnone of the Spin-Off Companies shall effect, or agree to effect, any \nRestricted Transaction unless and until the following conditions have been \nsatisfied or waived, in writing, by USOP with respect to such Restricted \nTransaction:\n\n               (i)   Such Company shall have given USOP at least 10 business \ndays' written notice prior to effecting such Restricted Transaction, which \nnotice shall describe the Restricted Transaction in detail reasonably \nsufficient to permit analysis of the potential effect of the Restricted \nTransaction on the U.S. federal income tax treatment of the Contributions and \nthe Distributions; provided, that such Company will not be required to \ndisclose the name of any other party participating in the Restricted \nTransaction unless such disclosure is necessary to permit such analysis; and \nprovided further, that USOP will keep confidential all information relating \nto the Restricted Transaction;\n\n               (ii)  Such Company shall have afforded USOP and its \nrepresentatives 10 business days (which may overlap with the notice period in \nSection 13(f)(i) of this Agreement) to discuss with the Spin-Off Company and \nits representatives the terms of such Restricted Transaction, subject to the \nprovisos in Section 13(f)(i); and \n\n               (iii) At USOP's request, such Company shall have provided to \nUSOP, an opinion of outside counsel, reasonably satisfactory to USOP, in form \nand substance reasonably satisfactory to USOP, to the effect that such \ntransaction will not adversely affect the U.S. federal income tax treatment \nof the Contributions and\/or the Distributions as transactions described in \nSections 355 and 368 of the Code.\n\n                                     SECTION 14\n       Entire Agreement and Termination of Existing Tax Allocation Agreements\n\n         This Agreement contains the entire agreement among the Companies \nwith respect to the subject matter hereof.  Any and all existing tax \nallocation agreements, written or unwritten, exclusively between any member \nof the USOP Group and any member of any of the Spin-Off Company Groups other \nthan this Agreement shall be terminated immediately prior to the Distribution \nDate.  Nothing in this Section 14 shall affect any provision of the \nDistribution Agreement or of this Agreement relating to Taxes.\n\n                                       22\n\n\n\n                                     SECTION 15\n                       Choice of Law; Successors and Assigns\n\n         This Agreement shall be governed by and construed in accordance with \nthe internal laws of the State of Delaware applicable to contracts made and \nto be performed entirely within such state, without regard to the conflicts \nof law principles of such state. \n\n         The provisions of this Agreement shall be binding upon, inure to the \nbenefit of and be enforceable by the Companies and their respective \nsuccessors and permitted assigns.\n\n                                     SECTION 16\n                                   Modifications\n\n         This Agreement may not be amended, supplemented or discharged except \nby performance or by an instrument in writing signed by all of the Companies.\n\n                                     SECTION 17\n                                    Counterparts\n\n         This Agreement may be executed simultaneously in two or more \ncounterparts, each of which shall be deemed an original, but which together \nshall constitute one and the same instrument.\n\n                                       23\n\n\n\n         IN WITNESS WHEREOF, the Companies have duly executed this Agreement \nas of the date first above written.\n\n                              U.S. OFFICE PRODUCTS COMPANY\n\n                              By\n\n\n                              Name:\n                              Title:\n\n Seal\n\nAttest:\n\n                              WORKFLOW MANAGEMENT, INC.\n\n                              By\n\n\n                              Name:\n                              Title:\n\n Seal\n\nAttest:\n\n                              SCHOOL SPECIALTY, INC.\n\n\n                              By\n\n\n                              Name:\n                              Title:\n\n Seal\n\nAttest:\n\n                                       24\n\n\n\n                              AZTEC TECHNOLOGY PARTNERS, INC.\n\n                              By\n\n\n                              Name:\n                              Title:\n\n Seal\n\nAttest:\n\n                              NAVIGANT INTERNATIONAL, INC.\n\n\n                              By\n\n\n                              Name:\n                              Title:\n\n Seal\n\nAttest:\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6830,6949,8307,8772,9357],"corporate_contracts_industries":[9498,9501,9525],"corporate_contracts_types":[9622,9628],"class_list":["post-43746","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-aztec-technology-partners-inc","corporate_contracts_companies-brm-holdings-inc","corporate_contracts_companies-navigant-international-inc","corporate_contracts_companies-school-specialty-inc","corporate_contracts_companies-workflow-management-inc","corporate_contracts_industries-retail__equipment","corporate_contracts_industries-retail__misc","corporate_contracts_industries-transportation__services","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43746","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43746"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43746"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43746"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43746"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}