{"id":43747,"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-and-indemnity-agreement-oracle-corp-and-network.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"tax-allocation-and-indemnity-agreement-oracle-corp-and-network","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/tax-allocation-and-indemnity-agreement-oracle-corp-and-network.html","title":{"rendered":"Tax Allocation and Indemnity Agreement &#8211; Oracle Corp. and Network Computer Inc."},"content":{"rendered":"<pre>\n                       TAX ALLOCATION AND INDEMNITY AGREEMENT\n\n     This TAX ALLOCATION AND INDEMNITY AGREEMENT, effective as of August 12, \n1997 (the 'EFFECTIVE DATE'), is made by and between ORACLE CORPORATION, a \nDelaware corporation ('PARENT'), and NETWORK COMPUTER, !NC., a Delaware \ncorporation ('SUBSIDIARY').\n\n                                      RECITALS\n\n     1.   Parent is the common parent of the Parent Affiliated Group, and \nParent and various of its direct and indirect subsidiaries are members of the \nParent Unitary Group (as those terms are defined below);\n\n     2.   As of August 11, 1997, Navio Communications, Inc. has merged with \nand into Subsidiary, Parent's previously wholly owned subsidiary, and the \nparties expect that Subsidiary will continue to be a member of the Parent \nUnitary Group, and Subsidiary may in the future become a member of the Parent \nAffiliated Group;\n\n     3.   Parent, on behalf of itself and the members of the Parent Subgroup, \nand Subsidiary, on behalf of itself and the members of the Subsidiary \nSubgroup (as those terms are defined below), intend in this Agreement to \nprovide for the allocation among themselves of Tax liabilities relating to \nthe period that Subsidiary and the other members of the Subsidiary Subgroup \nare members of the Parent Affiliated Group and\/or the Parent Unitary Group; \nreimbursement for payment of Tax liabilities and use of certain Tax benefits \nrelating to that period; indemnification and procedures for audits and \ncontests with respect to subsequent adjustments of such Tax liabilities; and \ncooperation in filing of returns and other matters relating to Taxes; and\n\n     NOW, THEREFORE, the parties agree as follows:\n\n                                     ARTICLE I\n                                    DEFINITIONS\n\n     For the purposes of this Agreement, the capitalized terms set forth \nbelow shall have the meanings set forth in this Article I: \n\n     1.1  'AFFILIATED PERIOD' means the period during which Subsidiary or any \nother member of the Subsidiary Subgroup is a member of the Parent Affiliated \nGroup and\/or the Parent Unitary Group.\n\n     1.2  'AGREEMENT' means this Tax Allocation and Indemnity Agreement, as \namended from time to time.\n\n     1.3  'PARENT AFFILIATED GROUP' means the affiliated group of \ncorporations (within the meaning of Section 1504 of the Code) of which Parent \nis the common parent.\n\n\n\n     1.4  'PARENT SUBGROUP' means Parent and all other corporations included \nin the Parent Affiliated Group and\/or the Parent Unitary Group, whether \ncurrently or hereafter existing, other than Subsidiary and other corporations \nincluded in the Subsidiary Subgroup.\n\n     1.5  'PARENT UNITARY GROUP' means any group of corporations including \nParent filing or required to file any Combined Return.\n\n     1.6  'COMBINED RETURN' means any state, local or, if applicable, foreign \nincome, franchise or similar tax return which has been or will be filed by \nany Parent Subgroup member or Subsidiary Subgroup member on a basis which \nreports Taxes for two or more members of such subgroup using combined, \nconsolidated or unitary business tax reporting principles.\n\n     1.7  'CONSOLIDATED RETURN' means a consolidated U.S. federal income tax \nreturn filed by or on behalf of an affiliated group of corporations within \nthe meaning of Section 1504 of the Code.\n\n     1.8  'FINAL DETERMINATION' means, with respect to any liability for \nTaxes for any period, (a) a final, unappealable decision by a court of \ncompetent jurisdiction, (b) the expiration of applicable statutes of \nlimitations on assessment of Taxes or filing of claims for refund, (c) the \nexecution of a closing agreement under section 7121 of the Code or the \nacceptance by the IRS of an offer in compromise pursuant to section 7122 of \nthe Code (or similar agreements with tax authorities entered into under \napplicable state, local or foreign tax law), (d) a binding agreement without \nreservation on IRS Form 870-AD or a comparable agreement form under the laws \nof any other taxing jurisdiction or (e) any other final, irrevocable and \nunappealable determination of Taxes for such period.\n\n     1.9  'IRS' means the United States Internal Revenue Service or any \nsuccessor thereto.\n\n     1.10 'TAX' or 'TAXES' means any or all taxes, however denominated, \nincluding any interest, penalties or other additions to tax that may become \npayable in respect thereof, imposed by any federal, territorial, state, local \nor foreign government or any agency or political subdivision of any such \ngovernment, which taxes shall include, without limiting the generality of the \nforegoing, all income or profits taxes (including but not limited to, \nfederal, state and foreign income taxes), payroll and employee withholding \ntaxes, unemployment insurance contributions, social security taxes, sales and \nuse taxes, ad valorem taxes, excise taxes, franchise taxes, gross receipts \ntaxes, business license taxes, occupation taxes, real and personal property \ntaxes, stamp taxes, environmental taxes, transfer taxes, and other \ngovernmental charges or obligations of the same or of a similar nature to any \nof the foregoing, which are required to be paid, withheld or collected.\n\n     1.11 'SUBSIDIARY SUBGROUP' means Subsidiary and all of its direct and \nindirect subsidiaries, whether currently or hereafter existing, which would \nbe included in an affiliated group of corporations (within the meaning of \nsection 1504 (a) of the Code) and\/or combined, consolidated or unitary state \nor other tax filing groups of corporations of which Subsidiary would be the \nultimate parent corporation if Subsidiary were not a member of the Parent \nAffiliated Group or Parent Unitary Group, respectively.\n\n                                     -2-\n\n\n\n                                   ARTICLE II\n                                 FILING OF RETURNS\n\n     2.1  CONSOLIDATED RETURNS AND COMBINED RETURNS.\n\n          (a)  Parent shall have exclusive authority and responsibility to \nprepare and file Consolidated Returns and Combined Returns on behalf of the \nParent Affiliated Group and Parent Unitary Group, respectively (as well as \nany other documents, statements or elections required to be filed or included \nwith such Consolidated Returns or Combined Returns), for all taxable years \n(or portions thereof) included in the Affiliated Period. Parent shall have \nsole authority and discretion to determine (i) the manner in which such \nConsolidated Returns and Combined Returns (and related documents) shall be \nprepared and filed, including without limitation the manner in which any item \nof income, gain, loss, deduction or credit included in such returns shall be \nreported and the corporations appropriately included in the Parent Unitary \nGroup filing a Combined Return, (ii) whether any extensions of time to file a \nConsolidated Return or Combined Return shall be requested, and (iii) the \nelections that will be made in such returns on behalf of the Parent \nAffiliated Group, the Parent Unitary Group or any members thereof (including \nmembers of the Subsidiary Subgroup). Subject to the preceding provisions of \nthis Section 2.1(a), Parent shall provide draft copies of such returns to \nSubsidiary a reasonable period of time prior to filing and shall permit \nsubsidiary to comment on any material matters relating to Subsidiary included \ntherein, provided that Parent shall have no obligation to make changes to \nsuch returns in response to such comments.\n\n          (b)  Subsidiary and each member of the Subsidiary Subgroup hereby \nirrevocably appoint Parent as their agent and attorney-in-fact to take such \nactions (including the execution of documents on behalf of Subsidiary or any \nother member of the Subsidiary Subgroup) as may be appropriate to effectuate \nthe filing of such Consolidated Returns and Combined Returns. Subsidiary and \neach Subsidiary Subgroup member agree to file such consents, elections and \nother documents, provide information as requested by Parent and otherwise \ncooperate with Parent as necessary to carry out the purpose of this section.\n\n          (c)  Parent shall be liable, and shall indemnify Subsidiary and \neach other member of the Subsidiary Subgroup, for any penalties or other \ndamages attributable to the failure of Parent to make timely filings of \nConsolidated Returns or Combined Returns for the Affiliated Period or full \nand timely payment of all amounts shown to be due thereon, provided that \nSubsidiary and the Subsidiary Subgroup members have complied with their \nobligations to make Tax payments to, provide information to, and otherwise \ncooperate on a timely basis with Parent as provided under the provisions of \nthis Agreement.\n\n          2.2  OTHER RETURNS.\n\n          (a)  Except as otherwise provided herein or as the parties hereto \nmay otherwise agree, Subsidiary shall have exclusive authority and \nresponsibility to prepare and file all tax returns by or on behalf of it and \nany member of the Subsidiary Subgroup, other than Consolidated Returns and \nCombined Returns subject to the provisions of Section 2.1. Parent shall \nprovide (and shall cause each Parent Subgroup member and their \nrepresentatives to provide)\n\n                                     -3-\n\n\n\nreasonable access to books, records, returns and other information to the \nextent necessary to permit Subsidiary timely to prepare and file such tax \nreturns and shall otherwise cooperate as reasonably requested by Subsidiary \nin connection with the preparation and filing of such returns.\n\n          (b)  Subsidiary shall be liable, and shall indemnify Parent and \neach other member of the Parent Subgroup, for any penalties or other damages \nattributable to the failure of Subsidiary to make timely filings of tax \nreturns for which it is responsible under this Section 2.2 or full and timely \npayment of amounts shown to be due thereon, provided that Parent and the \nParent Subgroup members have complied with their obligations to provide \ninformation and otherwise cooperate as provided hereunder.\n\n                                    ARTICLE III\n                        ALLOCATION OF LIABILITIES FOR TAXES\n\n     3.1  FEDERAL INCOME TAXES FOR PERIODS COMMENCING ON AND AFTER THE \nEFFECTIVE DATE.\n\n          (a)  For each taxable period commencing on or after the Effective \nDate in which Subsidiary and any other members of the Subsidiary Subgroup are \nincluded in the Parent Affiliated Group, the Subsidiary Subgroup shall be \nallocated and Subsidiary shall pay to Parent the Subsidiary Subgroup's \nfederal income Tax liability, if any (including any alternative minimum tax \nor environmental tax), as determined under this Section 3.1. Such federal Tax \nliability shall equal the hypothetical separate return tax liability of such \nsubgroup, as determined in accordance with the provisions of Treasury \nRegulations Section 1.1552-1(a)(2)(ii) (treating references to a 'member' \ntherein as references to the Subsidiary Subgroup, and including the \nadjustments under clauses (a) - (i) thereof) as if the Subsidiary Subgroup \nhad filed a separate consolidated federal income tax return. If the \nSubsidiary Subgroup's federal income Tax liability as so determined is zero, \nthen Parent shall pay to Subsidiary the excess, if any, of the Parent \nSubgroup's federal income Tax liability, determined as if the Parent Subgroup \nhad filed a separate consolidated federal income tax return for such taxable \nperiod or portion thereof (and any taxable year of the Parent Subgroup to \nwhich a net operating loss or other tax item of the Subsidiary Subgroup is \ncarried) under the same principles as set forth in the preceding sentence, \nover the actual federal income Tax liability of the Parent Affiliated Group \nfor such taxable period or portion thereof (or such year to which such item \nis carried).\n\n          (b)  For purposes of determining allocation of Tax liabilities and \npayment obligations for tax periods commencing on or after the Effective \nDate, (i) any Taxes attributable to the restoration of an excess loss account \nor intercompany gain in connection with any event causing termination of \nmembership by Subsidiary and other members of the Subsidiary Subgroup in the \nParent Affiliated Group shall be allocated to whichever subgroup includes the \ncorporation required to restore such item under applicable Treasury \nRegulations pursuant to Section 1502 of the Code, (ii) the benefit of the \ngraduated Tax rates provided under Section 11 of the Code and any alternative \nminimum tax exemption amount under Section 55 of the Code shall be allocated \nto the Subsidiary Subgroup in proportion to the ratio of the Subsidiary \nSubgroup's federal Tax liability to the total federal Tax liability of the \nParent Affiliated Group (computed without regard to such benefit), and (iii) \nitems not otherwise specifically addressed hereunder\n\n                                      -4-\n\n\n\nshall be allocated between the Subsidiary Subgroup and the Parent Subgroup in \nsuch manner that reflects the provisions and purposes of this Agreement as \ndetermined by Parent in its reasonable discretion.\n\n          (c)  The Subsidiary Subgroup's federal Tax liability for the \ntaxable year during or with which the Affiliated Period ends shall be \ndetermined in accordance with the provisions of Treasury Regulations Section \n1.1502-76(b)(2) by closing the books of Subsidiary and the Subsidiary \nSubgroup members as of the end of the last day of the Affiliated Period and \ntaking into account only items accruing during the portion of the taxable \nyear ending on such date in computing such liability. Items shall not be \npro-rated in accordance with clauses (ii) or (iii) of such section of the \nTreasury Regulations except to the extent Parent in its discretion determines \nthat it is impracticable to allocate particular items in accordance with the \npreceding sentence.\n\n          (d)  The parties acknowledge that the allocation of federal Tax \nliability provided for by this Section 3.1 is for purposes of determining the \nparties' actual payment obligations to each other with respect to Taxes of \nthe Parent Affiliated Group for the Affiliated Period and not for purposes of \ncomputing earnings and profits pursuant to Section 1552 of the Code and \nrecognize that such allocation may differ from the allocation provided by \nSection 1552 for earnings and profits purposes.\n\n     3.2  STATE INCOME AND FRANCHISE TAXES FOR PERIODS COMMENCING ON OR AFTER \nTHE EFFECTIVE DATE.\n\n          (a)  For each taxable period (or portion thereof) commencing on or \nafter the Effective Date for which Subsidiary and\/or any other members of the \nSubsidiary Subgroup are included in any Combined Return filed by the Parent \nUnitary Group, the Subsidiary Subgroup shall be allocated and Subsidiary \nshall pay to Parent the state income Tax liability of Subsidiary and\/or such \nother Subsidiary Subgroup members that are so included, as determined under \nthis Section 3.2. Such state income Tax liability shall equal the \nhypothetical state income tax liability of the Subsidiary Subgroup members so \nincluded, computed as if they filed a Combined Return (or if only one such \nmember is so included, a separate state income or franchise tax return) \nincluding only such included member(s) for such taxable period (or portion \nthereof). To the extent that the same or analogous federal consolidated \nreporting principles as are referred to in Section 3.1 apply for purposes of \nfiling such Combined Returns, then such principles shall also apply for \npurposes of determining the Subsidiary Subgroup's state Tax liability in \nrespect of any Combined Return of the Parent Unitary Group. If any state \nincome or franchise Tax liability of the Subsidiary Subgroup (other than any \napplicable minimum taxes) for such taxable period (or portion thereof) as so \ndetermined is zero, then Parent shall pay to Subsidiary the excess, if any, \nof the Parent Subgroup's state income Tax liability for such taxable period \n(or portion thereof), determined as if the Parent Subgroup had filed a \nseparate Combined Return not including any Subsidiary Subgroup members, over \nthe actual state income Tax liability of the Parent Unitary Group for such \ntaxable period (or portion thereof). Parent shall have the discretion to make \ndeterminations of each subgroup's liability for Taxes under this Section \n3.2(a) in any manner that it deems consistent with the applicable state and \nlocal Tax reporting principles and the purposes of this Agreement. For \npurposes of apportioning the Parent Subgroup's and\n\n                                         -5-\n\n\n\nSubsidiary Subgroup's taxable income or loss for a taxable period commencing \nbefore and ending after the Effective Date, the amount of such taxable income \nor loss treated as attributable to the portion of the period commencing with \nthe Effective Date shall be determined as though such taxable period were two \nseparate taxable periods, the first of which ended the day prior to the \nEffective Date and the second of which commenced with the Effective Date. The \nprovisions of this Section 3.2(a) will be applied separately to each state or \nother applicable taxing jurisdiction.\n\n          (b)  Subsidiary shall be responsible for payment of any state Taxes \ndue from it or any members of the Subsidiary Subgroup, and Parent shall be \nresponsible for payment of any state Taxes due from Parent or any members of \nthe Parent Subgroup, in connection with state income or franchise tax returns \nthat are not Combined Returns.\n\n     3.3  OTHER TAXES FOR PERIODS COMMENCING ON OR AFTER THE EFFECTIVE DATE. \nAny Taxes for taxable periods commencing on or after the Effective Date, \nother than Taxes allocated under Sections 3.1 and 3.2, shall be the \nresponsibility of the party incurring such Tax under applicable law. \nNotwithstanding the foregoing, in the event that the applicable law of any \nforeign taxing jurisdiction provides for filing of Combined Returns including \none or more members of each of the Subsidiary Subgroup and the Parent \nSubgroup, then principles similar to those set forth above in Section 3.2(a) \nshall be applied for purposes of determining an appropriate allocation of \nTaxes required to be reported with such Combined Returns.\n\n                                     ARTICLE IV\n                        PAYMENT AND INDEMNIFICATION OF TAXES\n\n     4.1  ESTIMATED TAX PAYMENTS. Parent shall have the right to assess \nSubsidiary for the Subsidiary Subgroup's share of any estimated Tax payment \nliability incurred by the Parent Affiliated Group or the Parent Unitary Group \nfor any taxable year (or portion thereof) included in the Affiliated Period, \nas determined by Parent in its reasonable discretion applying the principles \nof Sections 3.1 and 3.2. For this purpose, Subsidiary' share of each such \nestimated Tax payment liability shall not exceed the Parent Affiliated \nGroup's or Parent Unitary Group's actual estimated Tax payment liability for \nthe relevant period and Parent shall have no obligation to make any payment \nto Subsidiary. Parent shall provide Subsidiary with notice of its estimated \nTax payment obligation hereunder at least five days prior to the due date \nthereof as specified in such notice, together with a summary of the basis for \nthe calculation of such obligation, and Subsidiary shall pay the amount owed \nno later than such due date. Any payments made by Subsidiary under this \nSection 4.1 shall be credited against the final Tax payment obligations due \nfor the entire taxable year (or portion thereof) under Section 4.2.\n\n     4.2  FINAL TAX PAYMENTS. As soon as practicable after the end of each \ntaxable year (or portion thereof) included in the Affiliated Period, but in \nno event later than 30 days following the due date (including extensions) for \nfiling the applicable Consolidated Return or Combined Return therefor, Parent \nshall prepare and submit to Subsidiary a statement setting forth the final \namount determined by Parent to be due from Subsidiary or Parent, as the case \nmay be, in accordance with the provisions of Sections 3.1 and 3.2, taking \ninto account any amounts credited to\n\n                                      -6-\n\n\n\nSubsidiary under Section 4.1. Such statement shall include sufficient \nsupporting information to show the basis for the amount determined. Unless \nSubsidiary objects to the amount determined, such amount shall be paid no \nlater than five days thereafter. In the event of a dispute, such dispute \nshall be resolved by a nationally recognized independent accounting firm \nselected by Parent and approved by Subsidiary, which approval shall not be \nunreasonably withheld.\n\n     4.3  INDEMNIFICATION. Provided that Subsidiary has made the payments to \nParent required under this Agreement, Parent shall be responsible for, shall \nprotect, indemnify and hold harmless Subsidiary and each Subsidiary Subgroup \nmember from, and shall be entitled to any refunds of (i) any Taxes imposed on \nthe Parent Affiliated Group (or any member thereof) or the Parent Unitary \nGroup (or any member thereof), including without limitation any obligation to \ncontribute to the payment of any such Taxes (other than as provided in this \nAgreement) and any liability arising from the several liability for Taxes of \nan affiliated group under Treasury Regulations Section 1.1502-6 or any \nanalogous provisions of other applicable law, and (ii) any other Taxes \nimposed on Parent or any member of the Parent Subgroup arising before, during \nor after the Affiliated Period. Except as provided in the preceding sentence, \nSubsidiary shall be responsible for, shall protect, indemnify and hold \nharmless Parent and each Parent Subgroup member from, and shall be entitled \nto any refunds of, Taxes imposed on the Subsidiary Subgroup or any member \nthereof.\n\n                                     ARTICLE V\n                               SUBSEQUENT ADJUSTMENTS\n\n     5.1  SUBSEQUENT ADJUSTMENTS. In the event that a Final Determination \nadjusts any items of income, gain, loss, deduction or credit of the Parent \nAffiliated Group, the Parent Unitary Group or any member thereof for any \ntaxable year (or portion thereof) included in the Affiliated Period, then the \npayment obligations under Article III of this Agreement shall be redetermined \nto reflect such adjustments and Parent shall pay Subsidiary or Subsidiary \nshall pay Parent, as the case may be, the difference between the amounts owed \nunder such section as so adjusted and the amounts owed as originally \ndetermined, together with an appropriate share of any interest actually due \nor received in respect of such adjustment. Any payment required pursuant to \nthis Article V shall be made promptly after the occurrence of such Final \nDetermination.\n\n                                     ARTICLE VI\n                                   CONTROVERSIES\n\n     6.1  TAXES OF PARENT AFFILIATED GROUP OR UNITARY GROUP. Subject to the \nremaining provisions of this Section 6.1, Parent shall have authority to \nrepresent Subsidiary and each Subsidiary Subgroup member in any audit, \nexamination or other controversy before the IRS or any other governmental \nauthority or court regarding the Taxes of the Parent Affiliated Group or \nParent Unitary Group for all taxable years or portions thereof included in or \nprior to the Affiliated Period. Subsidiary shall be permitted, on behalf of \nitself or of any members of the Subsidiary Subgroup, to consult with Parent \nto the extent the controversies relate to items of the Subsidiary Subgroup or \nitems for which Subsidiary is or may be obligated to indemnify Parent or a \nmember of the Parent Subgroup hereunder. Parent shall timely notify \nSubsidiary of any con-\n\n                                         -7-\n\n\n\ntroversy relating to Tax items of Subsidiary or any other member of the \nSubsidiary Subgroup (or items for which Subsidiary may otherwise be required \nto indemnify Parent or a Parent Subgroup members hereunder) and promptly \nprovide Subsidiary with copies of all correspondence relating to such \ncontroversy.\n\n     6.2  OTHER TAXES. Except as the parties may otherwise agree, each of \nParent and Subsidiary shall have exclusive authority to represent itself and \nits respective subgroup members in any controversies relating to Taxes of its \nrespective subgroup (or any members thereof), other than Taxes referred to in \nSection 6.1.\n\n     6.3  COOPERATION. Parent and Subsidiary shall cooperate with each other, \nand shall cause their respective subgroup members and representatives also to \ncooperate, in the conduct of any controversy relating to Taxes. Such \ncooperation shall include, without limitation, (a) execution of powers of \nattorney or other documents, making elections, filing claims for refund, and \nreceiving funds, and (b) making available to the other party, during normal \nbusiness hours and on reasonable terms, all books, records (including, but \nnot limited to, workpapers and schedules), information and employees \nreasonably requested and necessary or useful in connection with such \ncontroversy.\n\n     6.4  RECORDS. Parent and Subsidiary agree that all records, including but\nnot limited to, tax returns, supporting schedules, workpapers, correspondence\nand other documents within their possession or the possession of the members of\ntheir respective subgroups and relating to Taxes arising during the Affiliated\nPeriod, shall be retained for as long as such records may be material to the\ndetermination of liabilities or refunds of such Taxes and shall be made\nreasonably available to the other party upon request during normal business\nhours for inspection and copying. Prior to destroying any such records, the\nparty in possession thereof shall notify the other of such intent and shall\noffer to deliver such records to the other.\n\n                                      -8-\n\n\n\n                                    ARTICLE VII\n                                    CARRYBACKS\n\n     7.1  CARRYBACKS. If Subsidiary or any member of the Subsidiary Subgroup \nincurs any deduction, loss, or credit in a period after the Affiliated Period \nthat under applicable law is not required to be carried back but is carried \nback to a Consolidated Return or Combined Return of the Parent Affiliated \nGroup or Parent Combined Group for a taxable year (or portion thereof) \noccurring during the Affiliated Period, Parent and Subsidiary shall discuss \nan appropriate payment, if any, to be made by Parent to Subsidiary in the \nevent that there is any reduction of Taxes actually realized by the Parent \nAffiliated Group (or any member thereof) or Parent Unitary Group (or any \nmember thereof) as a result of such carryback. Subsidiary shall be entitled \nto determine whether or not to waive the right to carry back such item. If \nSubsidiary is not permitted under applicable law to waive the right to \ncarryback such item and the carryback of such item results in an actual \nreduction of Taxes of the Parent Affiliated Group (or any member thereof) or \nParent Unitary Group (or any member thereof), Parent shall pay Subsidiary the \namount of such reduction as determined by Parent in its reasonable \ndiscretion, taking into account the principles of Section 2.1(a) and 3.1(a). \nAny payment required under this Section 7.1 shall be made within 30 days \nafter the Parent Affiliated Group or Parent Unity Group, as the case may be, \nactually receives the benefit of such reduction of Taxes.\n\n                                      -9-\n\n\n\nIN WITNESS WHEREOF, the parties hereto have caused this Tax Allocation \nAgreement to be executed by their duly authorized representatives.\n\n                              PARENT\n                              ORACLE CORPORATION\n\n                              By: \/s\/ DEBORAH A. LANGE\n                                  ---------------------\n\n                              Name: DEBORAH A. LANGE\n                                  ---------------------\n\n                              Title: VP TAX\n                                  ---------------------\n\n\n                              SUBSIDIARY\n                              NETWORK COMPUTER, INC.\n\n                              By: \/s\/ MITCHELL KERTZMAN\n                                  ----------------------\n\n                              Name: MITCHELL KERTZMAN\n                                  ---------------------\n\n                              Title: CEO &amp; PRESIDENT\n                                  ---------------------\n\n\n\n\n                                    [LOGO]\n\n\n\nFebruary 16, 1999\n\n                                                             VIA FEDERAL EXPRESS\nDon Scott\nORACLE CORPORATION\n500 Oracle Parkway\nRedwood Shores, California 94065\n\n     RE: TAX ALLOCATION AND INDEMNITY AGREEMENT BETWEEN ORACLE CORPORATION\n         ('ORACLE') AND NETWORK COMPUTER, INC. ('NCI')\n\nDear Mr. Scott:\n\nEnclosed herewith please find one fully executed original of the\nabove-referenced agreement for your files.\n\nIf you have any questions, please call me at (650) 631-5242.\n\nVery truly yours,\n\n\/s\/ Jordan James\nJordan James, Paralegal to\nNancy Hilker, Vice President\/CFO\n\n\/jlj\n\nEncls.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8051,8419],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9622,9628],"class_list":["post-43747","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-liberate-technologies","corporate_contracts_companies-oracle-corp","corporate_contracts_industries-technology__software","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\/43747","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=43747"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43747"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43747"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43747"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}