{"id":43749,"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-indemnification-agreement-u-s-office-products-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"tax-indemnification-agreement-u-s-office-products-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/tax-indemnification-agreement-u-s-office-products-co.html","title":{"rendered":"Tax Indemnification Agreement &#8211; U.S. Office Products Co., Workflow Management Inc., School Specialty Inc., Aztec Technology Partners Inc., and Navigant International Inc."},"content":{"rendered":"<pre>\n                         TAX INDEMNIFICATION AGREEMENT\n \n    THIS TAX INDEMNIFICATION AGREEMENT, dated as of             , 1998, among\nWorkflow Management, Inc., a Delaware corporation ('Workflow Management'),\nSchool Specialty, Inc., a Delaware corporation ('School Specialty'), Aztec\nTechnology Partners, Inc., a Delaware corporation ('Aztec') and Navigant\nInternational, Inc., a Delaware corporation ('Navigant'). Workflow Graphics,\nSchool Specialty, Aztec and Navigant are hereinafter jointly referred to as the\n'Companies.'\n \n                                   WITNESSETH\n \n    WHEREAS, U.S. Office Products Company, a Delaware Corporation ('USOP') and\nthe Companies entered into an agreement dated as of       , 1998 (the 'Tax\nAllocation Agreement') to allocate the Tax burdens and benefits of transactions\nwhich occurred on or prior to the Distribution Date, and to provide for certain\nother tax matters, including the assignment of responsibility for the\npreparation and filing of Tax returns and the prosecution and defense of any Tax\ncontroversies; and\n \n    WHEREAS, pursuant to Section 10 of the Tax Allocation Agreement, the\nCompanies are jointly and severally liable for and will jointly and severally\nindemnify, defend and hold USOP harmless from and against any Losses with\nrespect to Taxes that result from or arise in connection with an Adverse Tax Act\nof any of the Companies or any of their respective Subsidiaries.\n \n    NOW, THEREFORE, in consideration of the mutual agreements contained herein,\nthe Companies (each on its own behalf and on behalf of each of its Subsidiaries)\nhereby agree as follows:\n \n                                   SECTION 1\n                                  DEFINITIONS\n \n    As used in this Agreement, the following terms shall have the following\nmeaning:\n \n    'Adverse Company' shall mean a Company that has or whose Subsidiary has\ncommitted an Adverse Tax Act.\n \n    'Adverse Tax Act' shall have the meaning assigned to such term in the Tax\nAllocation Agreement.\n \n    'Agreement' shall mean this Tax Indemnification Agreement.\n \n    'Aztec' shall have the meaning assigned to such term in the preamble to this\nAgreement.\n \n    'Companies' shall have the meaning assigned to such term in the preamble to\nthis Agreement.\n \n    'Losses' shall have the meaning assigned to such term in the Tax Allocation\nAgreement.\n \n    'Market Capitalization' shall have the meaning assigned to such term in the\nTax Allocation Agreement.\n \n    'Navigant' shall have the meaning assigned to such term in the preamble to\nthis Agreement.\n \n    'Non-Adverse Company' shall mean a Company that has not and whose\nSubsidiaries have not committed an Adverse Tax Act.\n \n    'School Specialty' shall have the meaning assigned to such term in the\npreamble to this Agreement.\n \n    'Subsidiary' shall have the meaning assigned to such term in the Tax\nAllocation Agreement.\n \n    'Tax' or 'Taxes' shall have the meaning assigned to such term in the Tax\nAllocation Agreement.\n \n    'Tax Allocation Agreement' shall have the meaning assigned to such term in\nthe recitals to this Agreement.\n \n    'USOP' shall have the meaning assigned to such term in the recitals to this\nAgreement.\n \n                                       1\n\n    'Workflow Management' shall have the meaning assigned to such term in the\npreamble to this Agreement.\n \n                                   SECTION 2\n                                INDEMNIFICATION\n \n    (a) Workflow Management Indemnification. Workflow Management shall be liable\nfor and shall indemnify, defend and hold the Non-Adverse Companies harmless from\nand against an amount equal to that which each of the Non-Adverse Companies pays\nto USOP pursuant to Section 10 of the Tax Allocation Agreement as a result of an\nAdverse Tax Act of Workflow Management or its Subsidiaries.\n \n    (b) School Specialty Indemnification. School Specialty shall be liable for\nand shall indemnify, defend and hold the Non-Adverse Companies harmless from and\nagainst an amount equal to that which each of the Non-Adverse Companies pays to\nUSOP pursuant to Section 10 of the Tax Allocation Agreement as a result of an\nAdverse Tax Act of School Specialty or its Subsidiaries.\n \n    (c) Aztec Indemnification. Aztec shall be liable for and shall indemnify,\ndefend and hold the Non-Adverse Companies harmless from and against an amount\nequal to that which each of the Non-Adverse Companies pays to USOP pursuant to\nSection 10 of the Tax Allocation Agreement as a result of an Adverse Tax Act of\nAztec or its Subsidiaries.\n \n    (d) Navigant Indemnification. Navigant shall be liable for and shall\nindemnify, defend and hold the Non-Adverse Companies harmless from and against\nan amount equal to that which each of the Non-Adverse Companies pays to USOP\npursuant to Section 10 of the Tax Allocation Agreement as a result of an Adverse\nTax Act of Navigant or its Subsidiaries.\n \n    (e) Right of Contribution. With respect to any Adverse Tax Act, the\nNon-Adverse Companies shall have rights and obligations of contribution among\nthemselves to the extent necessary to cause the payments by each Non-Adverse\nCompany to USOP pursuant to Section 10 of the Tax Allocation Agreement as of any\ndate, adjusted for payments received from the Adverse Company under Section 2(a)\nthrough 2(d) hereof and for payments made to, or received from, any other\nNon-Adverse Company under this Section 2(e), to be in proportion to the\nNon-Adverse Companies' respective Market Capitalizations.\n \n                                   SECTION 3\n                               DISPUTE RESOLUTION\n \n    Any dispute, controversy or claim between the Companies or any of their\nrespective Subsidiaries arising out of or relating to this Agreement shall be\nresolved (and costs shall be apportioned) pursuant to the procedures set forth\nin Article IX of the Distribution Agreement.\n \n                                   SECTION 4\n                     CHOICE OF LAW; SUCCESSORS AND ASSIGNS\n \n    This Agreement shall be governed by and construed in accordance with the\ninternal laws of the State of Delaware applicable to contracts made and to be\nperformed entirely within such state, without regard to the conflicts of law\nprinciples of such state.\n \n    The provisions of this Agreement shall be binding upon, inure to the benefit\nof and be enforceable by the Companies and their respective successors and\npermitted assigns.\n \n                                       2\n\n                                   SECTION 5\n                       ENTIRE AGREEMENT AND MODIFICATIONS\n \n    This Agreement contains the entire agreement among the Companies with\nrespect to the subject matter hereof and supersedes all prior written Tax\nIndemnification agreements, memoranda, negotiations and oral understandings, if\nany, and may not be amended, supplemented or discharged except by performance or\nby an instrument in writing signed by all of the Companies.\n \n                                   SECTION 6\n                                  COUNTERPARTS\n \n    This Agreement may be executed simultaneously in two or more counterparts,\neach of which shall be deemed an original, but which together shall constitute\none and the same instrument.\n \n    IN WITNESS WHEREOF, the Companies have duly executed this Agreement as of\nthe date first above written.\n \n\n                                      \n                                         WORKFLOW MANAGEMENT, INC.\n \n                                         By\n \n                                         Name:\n                                         Title:\n \nSeal\n \nAttest:\n \n                                         SCHOOL SPECIALTY, INC.\n \n                                         By\n \n                                         Name:\n                                         Title:\n \nSeal\n \nAttest:\n\n \n                                       3\n\n\n                                      \n                                         AZTEC TECHNOLOGY PARTNERS, INC.\n \n                                         By\n \n                                         Name:\n                                         Title:\n \nSeal\n \nAttest:\n \n                                         NAVIGANT INTERNATIONAL, INC.\n \n                                         By\n \n                                         Name:\n                                         Title:\n \nSeal\n \nAttest:\n\n \n                                       4\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-43749","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\/43749","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=43749"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43749"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43749"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43749"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}