{"id":43759,"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-sharing-agreement-murphy-oil-corp-and-deltic-timber-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"tax-sharing-agreement-murphy-oil-corp-and-deltic-timber-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/tax-sharing-agreement-murphy-oil-corp-and-deltic-timber-corp.html","title":{"rendered":"Tax Sharing Agreement &#8211; Murphy Oil Corp. and Deltic Timber Corp."},"content":{"rendered":"<pre>                             TAX SHARING AGREEMENT\n                             ---------------------\n\n\n     This Agreement is entered into as of the 11th day of December, 1996 between\nMurphy Oil Corporation, ('Murphy Oil'), a Delaware corporation, and Deltic\nTimber Corporation ('Deltic'), a Delaware corporation, successor corporation to\nDeltic Farm &amp; Timber Co., Inc.\n\n                              W I T N E S S E T H:\n                              - - - - - - - - - - \n\n     WHEREAS, Murphy Oil and Deltic intend to enter into a Distribution\nAgreement dated as of December 11, 1996 (the 'Distribution Agreement'),\nproviding for the distribution by Murphy Oil to its stockholders of all of the\ncommon stock of Deltic (the 'Distribution');\n\n     WHEREAS, Murphy Oil and Deltic desire to set forth their agreement on the\nrights and obligations of Murphy Oil, Deltic and their respective Affiliates\nwith respect to various Tax matters and the handling and allocation of federal,\nstate, and local Taxes incurred in Taxable periods beginning prior to the\nDistribution Date;\n\n     NOW, THEREFORE, in consideration of the mutual \n\n \ncovenants and agreements hereinafter set forth, the parties agree as follows:\n\n     1.  Definitions.\n         ----------- \n     (a)  As used in this Agreement:\n\n     'Affiliate' (and the correlative meaning, 'Affiliation') of any person\nshall mean any individual, corporation, partnership or other entity directly or\nindirectly controlling, controlled by or under common control with such person.\n\n     'Code' shall mean the Internal Revenue Code of 1986, as amended, or any\nsuccessor thereto.\n\n     'Consolidated Murphy Group Tax' shall mean the consolidated Federal Tax\nliability of the Murphy Oil Consolidated Group for any period with respect to\nwhich a consolidated Federal Tax Return is filed by Murphy Oil for such group.\n\n     'Deltic Federal Tax Liability' shall mean, with respect to any Tax Sharing\nPeriod, the sum of (i) the Deltic Group's share of Consolidated Murphy Group Tax\nand (ii) any interest, penalties or other additions to such Taxes for such\nperiod computed in each case as if the Deltic Group were not and never were part\nof the Murphy Oil Consolidated \n\n                                       2\n\n \nGroup, but rather were a separate affiliated group of corporations filing a\nconsolidated Federal Tax Return.\n\n     'Deltic Group' shall mean the corporations that are members of the\naffiliated group of corporations of which Deltic will be the common parent\n(within the meaning of Section 1504 of the Code) immediately after the\nDistribution Date and any predecessors or successors thereto.\n\n     'Deltic Tax Asset Statement' shall be, with respect to any Tax Asset\nattributable to the Deltic Group ('Deltic Tax Asset'), a computation of the\nDeltic Tax Asset Value prepared by a nationally recognized public accounting\nfirm selected by Deltic and acceptable to Murphy Oil.\n\n     'Deltic Tax Asset Value' shall be the hypothetical benefit to the Deltic\nGroup produced by any Deltic Tax Asset had such Tax Asset been utilized by the\nDeltic Group as a separate affiliated group of corporations filing a\nconsolidated Federal Tax Return for all periods.  Such hypothetical tax savings\nshall be calculated in good faith and in accordance with past practices.\n\n     'Distribution Date' shall mean the date on which Murphy Oil distributes to\nits stockholders all of the common stock of Deltic.\n\n                                       3\n\n \n     'Federal Tax' shall mean any Tax imposed under Subtitle A of the Code.\n\n     'Final Determination' shall mean (i) a 'determination' as defined in\nSection 1313(a) of the Code, (ii) the date of acceptance by or on behalf of the\nInternal Revenue Service of Form 870-AD (or any successor form thereto), as a\nfinal resolution of tax liability for any taxable period, except that a Form\n870-AD (or successor form thereto) that reserves the right of the taxpayer to\nfile a claim for refund and\/or the right of the Internal Revenue Service to\nassert a further deficiency shall not constitute a Final Determination with\nrespect to the item or items so reserved; or (iii) the payment (or receipt of a\nrefund) of Tax by Murphy Oil with respect to any item disallowed or adjusted by\nthe Internal Revenue Service.\n\n     'Murphy Oil Consolidated Group' shall mean, with respect to any Taxable\nperiod, the corporations that are members of the affiliated group of\ncorporations of which Murphy Oil is the common parent within the meaning of\nSection 1504 of the Code.\n\n     'Murphy Oil Group' shall mean the corporations that are members of the\nMurphy Oil Consolidated Group during \n\n                                       4\n\n \nany Taxable period, excluding the corporations that are the members of the\nDeltic Group.\n\n     'Other Taxes' are defined in Section 4.\n\n     'Post-Distribution Period' shall mean any taxable period (or portion\nthereof) beginning after the close of business on the Distribution Date.\n\n     'Pre-Distribution Period' shall mean any Taxable period (or portion\nthereof) ending on or before the close of business on the Distribution Date.\n\n     'Pre-Distribution Tax Liability' shall mean the Consolidated Murphy Group\nTax for any Pre-Distribution Period and for the portion of any Taxable period\nincluding but not ending on the Distribution Date.\n\n     'Prime' shall mean the rate announced from time to time as 'prime' by\nMorgan Guaranty Trust Company to Murphy Oil as the prime rate.\n\n     'Referee' is defined in Section 16.\n\n     'Return' shall mean any Tax return, statement, report or form (including\nestimated Tax returns and reports and information returns and reports) required\nto be filed with any Taxing Authority.\n\n     'Tax' (and the correlative meaning, 'Taxes,' \n\n                                       5\n\n \n'Taxing' and 'Taxable') shall mean (A) any net income, gross income, gross\nreceipts, alternative or add-on minimum, sales, use, ad valorem, franchise,\nprofits, license, withholding, payroll, employment, excise, transfer, recording,\nseverance, stamp, occupation, premium, property, environmental, custom duty, or\nother tax, governmental fee or other like assessment or charge of any kind\nwhatsoever, together with any interest and any penalty, addition to tax or\nadditional amount imposed by a Taxing Authority; (B) any liability of Murphy\nOil, Deltic or any Affiliate of Murphy Oil or Deltic (or, in each case, any\nsuccessor in interest thereto by merger or otherwise), as the case may be, for\nthe payment of any amounts of the type described in clause (A) for any taxable\nperiod resulting from the application of Treasury Regulation Section 1.1502-6\nor, in the case of any similar provision applicable under state law; and (C) any\nliability of Murphy Oil, Deltic or any Affiliate of Murphy Oil or Deltic (or, in\neach case, any successor in interest thereto by merger or otherwise) for the\npayment of any amounts described in clause (A) as a result of any express or\nimplied obligation to indemnify any other party.\n\n     'Tax Asset' shall mean any net operating loss, net \n\n                                       6\n\n \ncapital loss, excess tax credit, or other similar tax attribute which could\nreduce Federal Taxes.\n\n     'Tax Sharing Period' shall mean any taxable period (or any portion thereof)\nbeginning after December 31, 1986 and ending on or before the Distribution Date.\n\n     'Tax Package' shall mean one or more packages of information reasonably\nnecessary for the purpose of preparing Federal Tax Returns of the Murphy Oil\nConsolidated Group with respect to a Pre-Distribution Period completed in all\nmaterial respects in accordance with the standards that Murphy Oil has\nheretofore established for its subsidiaries.\n\n     'Taxing Authority' shall mean any governmental authority responsible for\nthe imposition of any Tax.\n\n     (b) Any term used in this Agreement which is not defined in this Agreement\nshall, to the extent the context requires, have the meaning assigned to it in\nthe Code or the applicable Treasury regulations thereunder.\n\n     2.  Federal Taxes--Administrative and Compliance Matters.\n         ---------------------------------------------------- \n\n     (a) Sole Tax Sharing Agreement.  The parties acknowledge that the members\n         --------------------------                                           \nof the Deltic Group are includible in the Murphy Oil Consolidated Group for the\nPre-\n\n                                       7\n\n \nDistribution Period. Any and all existing tax sharing agreements or\narrangements, written or unwritten, between the Murphy Oil Group and the Deltic\nGroup shall be terminated as of December 31, 1986, and after such date this\nAgreement shall constitute the sole tax sharing agreement between the Murphy Oil\nGroup and each member of the Deltic Group.\n\n     (b) Designation of Agent.  Each member of the Deltic Group hereby\n         --------------------                                         \nirrevocably designates Murphy Oil as its agent for the purpose of taking any and\nall actions (including the execution of waivers of applicable statutes of\nlimitation) necessary or incidental to the filing of any Federal Tax Return, any\namended Federal Tax Return, or any claim for refund (including those resulting\nfrom an item or Tax Asset that may arise in a Post-Distribution Period), credit\nor offset of Tax or any other proceedings in each case relating to any Pre-\nDistribution Period.\n\n     (c) Pre-Distribution Period Returns.  Murphy Oil will prepare and file the\n         -------------------------------                                       \nconsolidated Federal Tax Returns for all Pre-Distribution Periods.  Deltic shall\nprepare and deliver to Murphy Oil a Tax Package with respect to the 1996 taxable\nyear on or before April 1, 1997.\n\n                                       8\n\n \n     3.   Allocation of Federal Taxes.\n          --------------------------- \n\n     (a)  General.  For any Tax Sharing Period, Deltic shall pay to Murphy Oil\n          -------                                                             \nan amount equal to the Deltic Federal Tax Liability.\n\n     (b)  Estimated Payments. Murphy Oil shall determine the amounts of\n          ------------------\nestimated tax installments payable with respect to the Deltic Federal Tax\nLiability for 1996. Deltic shall, within 5 days of receipt of such\ndetermination, pay to Murphy Oil the amount so determined.\n\n     (c)  Payment of Taxes for Tax Sharing Periods.\n          ---------------------------------------- \n\n          (i)  On or before 5 days prior to the due date (including all\n     applicable and valid extensions) for the Murphy Oil Consolidated Group's\n     1996 Federal Tax Return, Murphy Oil shall deliver a statement to Deltic\n     reflecting the Deltic Federal Tax Liability for 1996.\n\n          (ii) On or before the date Murphy Oil files the Murphy Oil\n     Consolidated Group's 1996 Federal Tax Return, Deltic shall pay to Murphy\n     Oil, or Murphy Oil shall pay to Deltic, as appropriate, an amount equal to\n     the difference, if any, between (x) the Deltic Federal Tax Liability for\n     1996 and\n\n                                       9\n\n \n     (y) the aggregate amount of estimated tax installments paid with respect to\n     the Deltic Federal Tax Liability for 1996 pursuant to Section 3(b).\n\n         (iii)  If the Murphy Oil Consolidated Group's 1996 Federal Tax Return\n     reflects a Deltic Tax Asset that may under applicable law be used to reduce\n     Consolidated Murphy Group Tax for any taxable period, then within 30 days\n     of receipt by Murphy Oil of a Deltic Tax Asset Statement, Murphy Oil shall\n     pay to Deltic the amount owing pursuant to such Deltic Tax Asset Statement.\n\n     (d)  Treatment of Adjustments for Tax Sharing Periods.  If any adjustment\n          ------------------------------------------------                    \nis made in a Federal Tax Return filed for any taxable period that includes a Tax\nSharing Period, after the filing thereof, then at the time of a Final\nDetermination of the adjustment, Murphy Oil shall pay Deltic or Deltic shall pay\nto Murphy Oil, as the case may be, the difference between all payments actually\nmade under Section 3 with respect to the taxable year or period covered by such\nTax Return and all payments that would have been made under Section 3 taking\nsuch adjustment into account, \n\n                                       10\n\n \ntogether with any penalties and interest actually paid for each day until the\ndate of Final Determination.\n\n     (e)  Carrybacks and Certain Other Matters.\n          ------------------------------------ \n\n          (i)   Deltic agrees to carry to Pre-Distribution Periods any Tax Asset\n     as to which such carryback is optional, if requested to do so by Murphy\n     Oil.\n          (ii)  Murphy Oil agrees to pay Deltic the Deltic Tax Asset Value for\n     any Deltic Tax Asset arising in a Post-Distribution period that is carried\n     back to reduce Consolidated Murphy Group Tax. Within 30 days of receipt by\n     Murphy Oil of a Deltic Tax Asset Statement, Murphy Oil shall satisfy its\n     obligations under this paragraph 3(e)(ii) by paying to Deltic the amount\n     owing pursuant to such Deltic Tax Asset Statement.\n\n          (iii) If, subsequent to the payment by Murphy Oil to Deltic of any\n     amount referred to in Section 3(e)(ii) above, there shall be a Final\n     Determination that results in a disallowance or a reduction of the Deltic\n     Tax Asset so carried back, Deltic shall repay to Murphy Oil within 30 days\n     of\n\n                                       11\n\n \n     such event the amount that would not have been payable to Deltic pursuant\n     to Section 3(e)(ii) had the Deltic Tax Asset Value been determined in light\n     of such event, plus interest at a rate equal to Prime computed from the\n     date of payment made pursuant to Section 3(c)(ii) and penalties, if any,\n     imposed solely in connection with a disallowance or reduction of the Deltic\n     Tax Asset.\n     \n     (f)  Deductions for Certain Payments Made by Murphy Oil. Notwithstanding\n          --------------------------------------------------\nanything in this Agreement to the contrary, the amount of any Deltic Federal Tax\nLiability or Deltic Tax Asset shall be computed without regard to any deduction\narising from the payment or satisfaction by Murphy Oil of any compensation\nexpense or compensatory award (including, without limitation, bonuses, stock\noptions, and restricted stock awards) that have not been and will not be\nreimbursed by any member of the Deltic Group.\n\n\n     4.  Other Taxes.\n         ----------- \n\n         (a) Liability for all Taxes other than Federal Taxes ('Other Taxes'),\nattributable to any member of the Deltic Group, shall be the sole responsibility\nof the Deltic Group.  The responsibility for filing all Returns relating \n\n                                       12\n\n \nto Other Taxes attributable to any member of the Deltic Group for all Tax\nperiods ending on or before the Distribution Date shall be the sole\nresponsibility of Murphy Oil. Except as otherwise provided in the Distribution\nAgreement, the responsibility for filing all Returns relating to Other Taxes\nattributable to any member of the Deltic Group for all Tax periods ending after\nthe Distribution Date shall be the sole responsibility of Deltic. Liability for\nOther Taxes attributable to any member of the Murphy Oil Group and the\nresponsibility for filing all Returns relating to such Other Taxes shall be the\nsole responsibility of the Murphy Oil Group. Each party agrees to indemnify and\nhold the other harmless in accordance with the undertakings contained in this\nSection 4(a).\n\n     (b) The Deltic Group shall be entitled to all refunds and credits of Other\nTaxes attributable to any member of the Deltic Group, and the Murphy Oil Group\nshall be entitled to all refunds and credits of Other Taxes attributable to any\nmember of the Murphy Oil Group.\n\n     5.  Certain Representations and Covenants.\n         ------------------------------------- \n\n     (a) Representations.  Deltic and Murphy Oil, as \n         ---------------                                                       \n\n                                       13\n\n \nthe case may be, represent that, as of the date hereof and on the Distribution\nDate, (i) there is no plan or intention (A) to liquidate Deltic or Murphy Oil or\nto merge Deltic or Murphy Oil with any unaffiliated corporation subsequent to\nthe Distribution or (B) to sell or otherwise dispose of any asset of Deltic or\nMurphy Oil subsequent to the Distribution, except, in each case, in the ordinary\ncourse of business; (ii) neither Deltic nor Murphy Oil is aware of any plan or\nintention by the current stockholders of Murphy Oil to sell, exchange, transfer\nby gift, or otherwise dispose of any of their stock in Murphy Oil or Deltic\nsubsequent to the Distribution; and (iii) Murphy Oil has received a\nrepresentation to that effect from C.H. Murphy, Jr., First United Bancshares,\nFirst National Bank of El Dorado and First National Bank of Magnolia.\n\n     (b) Deltic Covenants.  Deltic covenants to Murphy Oil that (i) during the\n         ----------------                                                     \ntwo-year period following the Distribution Date it will not liquidate, merge,\nconsolidate, combine or affiliate with any other person, discontinue or\nmaterially change the conduct of a material portion of its businesses\nindependently and with its own employees, redeem or otherwise reacquire its\nstock, or sell, exchange, dis-\n\n                                       14\n\n \ntribute or otherwise dispose of its assets other than (A) in the ordinary course\nof business or (B) in the case of any disposition by Deltic of its farmland, in\nthe event an attractive unsolicited offer is received; (ii) following the\nDistribution, Deltic will, for a minimum of two years, continue the active\nconduct of the historic business conducted by Deltic throughout the five year\nperiod prior to the Distribution; (iii) within one year of the Distribution,\nDeltic will use its best efforts to consummate an offering of $30-40 million of\ncommon, convertible preferred or 'straight' preferred stock, provided that in no\nevent will the offering, when added to any other issuances of stock by Deltic\nthat are contemplated at the time of the Distribution Date, exceed an amount\nthat, if all such issuances were treated as made immediately prior to the\nDistribution, would cause Murphy Oil to own less than 80% of the total combined\nvoting power of all classes of stock of Deltic entitled to vote or less than 80%\nof the total number of shares of all other classes of stock of Deltic; (iv) that\nit will diligently undertake to effectuate its growth strategies, including the\nacquisition of timber properties, in accordance with the plan presented to the\nBoard of Directors\n\n                                       15\n\n \nof Murphy on August 7, 1996, and (v) on or after the Distribution, Deltic will\nnot, nor will it permit any member of the Deltic Group to, make or change any\naccounting method, amend or take any Tax position on any Tax Return, take any\nother action, omit to take any action or enter into any transaction that\nreasonably could be expected to result in any increased Tax liability or\nreduction of any Tax Asset of the Murphy Oil Consolidated Group or any member\nthereof (immediately after the Distribution) in respect of any Pre-Distribution\nPeriod, without first obtaining the written consent of an authorized\nrepresentative of Murphy Oil.\n\n     (c)  Murphy Oil Covenants.  On or after the Distribution, Murphy Oil will\n          --------------------                                                \nnot, nor will it permit any member of the Murphy Oil Group to make or change any\naccounting method, amend any Tax Return or take any Tax position on any Tax\nReturn, take any other action, omit to take any action or enter into any\ntransaction that reasonably could be expected to result in any increased Tax\nliability or reduction of any Tax Asset of the Deltic Group or any member\nthereof (immediately after the Distribution) in respect of any Pre-Distribution\nPeriod, without first obtaining the written consent of an authorized\n\n                                       16\n\n \nrepresentative of Deltic.\n\n     (d) Exceptions.  Notwithstanding the foregoing, Deltic may take actions\n         ----------                                                         \ninconsistent with the covenants contained in Section 5(b)(i) and 5(b)(ii) above,\nor may, within one year of the Distribution, issue shares in excess of the\namount described in Section 5(b)(iii) above if:\n\n     (i)   Deltic obtains a ruling from the Internal Revenue Service to the\n   effect that such actions will not result in the Distribution being taxable to\n   Murphy Oil or its stockholders; or\n\n     (ii)  Deltic obtains an unqualified opinion acceptable to Murphy Oil to the\n   same effect as in Section 5(d)(i) from a nationally recognized independent\n   tax counsel.\n\n     (e) Best Efforts.  For purposes of the covenant contained in Section\n         ------------                                                    \n5(b)(iii), if Deltic does not make the offering described therein within one\nyear of the Distribution, Deltic will be considered to have used its best\nefforts to do so if Deltic obtains a ruling from the Internal Revenue Service to\nthe effect that failure to make such offering will not result in the\nDistribution being taxable to Murphy Oil or its stockholders.\n\n                                       17\n\n \n     6.  Indemnities.\n         ----------- \n\n     (a) Deltic Indemnity.  Deltic and each member of the Deltic Group will\n         ----------------                                                  \njointly and severally indemnify Murphy Oil and each member of the Murphy Oil\nGroup, against and hold them harmless, on an after tax basis, from\n\n     (i)   any Pre-Distribution Tax Liability assessed after the Distribution\n   Date pursuant to a Final Determination, to the extent attributable to an\n   adjustment of any item of income, gain, gross receipts, loss, credit,\n   deduction or other tax attribute of any member of the Deltic Group;\n\n     (ii)  any liability resulting from a breach by Deltic or any member of the\n   Deltic Group after the Distribution Date of any representation or covenant\n   made by Deltic herein; and\n\n     (iii) all direct and indirect costs and expenses (including, without\n   limitation, legal fees and expenses and any personnel costs and expenses)\n   incurred by Murphy Oil with respect to any item or liability described in\n   Section 6(a)(i) or (ii).\n\n     (b) Murphy Oil Indemnity.  Murphy Oil and each member of the Murphy Oil\n         --------------------                                               \nGroup will jointly and severally \n\n                                       18\n\n \nindemnify Deltic and each member of the Deltic Group against and hold them\nharmless, on an after tax basis from\n\n     (i)  any Pre-Distribution Tax Liability, other than any such liabilities\n   described in Sections 6(a)(i) or (ii) hereof,\n\n     (ii) any liability resulting from a breach by Murphy Oil or any member of\n   the Murphy Oil Group after the Distribution Date of any representation or\n   covenant made by Murphy Oil herein.\n\n     (c)  Discharge of Indemnity.   Deltic and Murphy Oil shall discharge their\n          ----------------------                                               \nobligations under Sections 6(a) and 6(b) hereof, respectively, by paying the\nrelevant amount within 15 days of demand therefor.  After a Final Determination\nof an obligation of Deltic under Section 6(a), Murphy Oil shall send a statement\nto Deltic showing the amount due thereunder.  Notwithstanding the foregoing, if\neither Deltic or Murphy Oil disputes in good faith the fact or amount of its\nobligation under Section 6(a) or Section 6(b), then no payment of the amount in\ndispute shall be required until any such good faith dispute is resolved in\naccordance with Section 16 hereof; provided, however, that any amount not paid\n                                   --------  -------\nwithin 30 days of demand therefor shall\n\n                                       19\n\n \nbear interest at a rate equal to Prime computed from the date of demand.\n\n     (d)  Refunds.  Any refunds of Tax, net of any tax payable by reason of the\n          -------                                                              \nreceipt of such refund, received by Murphy Oil relating to a Pre-Distribution\nPeriod, to the extent attributable to any item or adjustment of any item of\nincome, loss, credit, deduction or other tax attribute of any member of the\nDeltic Group shall be paid by Murphy Oil to Deltic within 30 days of receipt of\nsuch refund.\n\n     (e)  Method of Calculation.  Except as otherwise provided, the amount of\n          ---------------------                                              \nDeltic's liability under Section 6(a)(i) and Murphy Oil's liability under\nSection 6(b)(i) and 6(d) shall be calculated as if the Deltic Group were not and\nnever were part of the Murphy Oil Group, but rather were a separate affiliated\ngroup of corporations filing a consolidated Federal Tax Return for all periods.\n\n     7.  Communication and Cooperation.\n         ----------------------------- \n\n     (a) Consult and Cooperate.  Deltic and Murphy Oil shall consult and\n         ---------------------                                          \ncooperate (and shall cause each of their Affiliates to cooperate) fully at such\ntime and to the extent reasonably requested by the other party in connection\nwith all matters subject to this Agreement.  Such \n\n                                       20\n\n \ncooperation shall include, without limitation,\n\n     (i)   the retention and provision on reasonable request of any and all\n   information including all books, records, documentation or other information,\n   any necessary explanations of information, and access to personnel, until the\n   expiration of all applicable statutes of limitations (giving effect to any\n   extension, waiver, or mitigation thereof);\n\n     (ii)  the execution of any document that may be necessary or helpful in\n   connection with any required Return or in connection with any audit,\n   proceeding, suit or action; and\n\n     (iii) the use of the parties' best efforts to obtain any documentation from\n   a governmental authority or a third party that may be necessary or helpful in\n   connection with the foregoing.\n\n     (b)   Provide Information. Murphy Oil and Deltic shall keep each other\n           -------------------\nfully informed with respect to any material development relating to all matters\nsubject to this Agreement.\n\n     8.    Audits and Contest.\n           ------------------ \n\n     (a)   Murphy Oil shall have full control over all \n\n                                       21\n\n \nmatters relating to any Federal Tax Return filed by the Murphy Oil Consolidated\nGroup or any Federal Tax audit, dispute or proceeding (whether administrative or\njudicial) relating to any Tax matters of the Murphy Oil Consolidated Group.\nMurphy Oil shall have absolute discretion with respect to any decisions to be\nmade, or the nature of any action to be taken, with respect to any matter\ndescribed in the preceding sentence.\n\n     (b)  With respect to Returns relating to Other Taxes attributable to any\nmember of the Deltic Group, except as otherwise provided in the Distribution\nAgreement, Deltic shall have full control over all matters relating to any state\naudit, dispute or proceeding (whether administrative or judicial) in connection\ntherewith.  Deltic shall have absolute discretion with respect to any decisions\nto be made, or the nature of any action to be taken, with respect to any matter\ndescribed in the preceding sentence.\n\n     9.  Payments.\n         -------- \n     All payments to be made hereunder shall be made in immediately available\nfunds.  Payments shall be deemed made when received.\n\n     10.   Notices.\n           ------- \n\n                                       22\n\n \n     Any notice, demand, claim, or other communication under this Agreement\nshall be in writing and shall be deemed to have been given upon the delivery or\nmailing thereof, as the case may be, if delivered personally or sent by\ncertified mail, return receipt requested, postage prepaid, to the parties at the\nfollowing addresses (or at such other address as a party may specify by notice\nto the other):\n\n     If to Murphy Oil, to:\n\n     Murphy Oil Corporation\n     200 Peach Street\n     P.O. Box 7000\n     El Dorado, AR 71731-7000\n\n     Attn: Income Tax Manager\n\n\n     If to Deltic, to:\n\n     Deltic Timber Corporation\n     200 Peach Street\n     P.O. Box 7000\n     El Dorado, AR 71731-7000\n\n     Attn: Vice President, Finance and Administration\n\n\n     11.  Costs and Expenses.\n          ------------------ \n\n     Except as expressly set forth in this Agreement, each party shall bear its\nown costs and expenses incurred pursuant to this Agreement.  For purposes of\nthis Agreement, 'out-of-pocket' expenses shall include reasonable attorney \n\n                                       23\n\n \nfees, accountant fees and other related professional fees and disbursements.\n\n     12.  Effectiveness; Termination and Survival.\n          --------------------------------------- \n\n     This Agreement shall become effective upon the consummation of the\nDistribution.  Notwithstanding anything in this Agreement to the contrary, this\nAgreement shall remain in effect and its provisions shall survive for the full\nperiod of all applicable statutes of limitations (giving effect to any\nextension, waiver or mitigation thereof).\n\n\n     13.  Section Headings.\n          ---------------- \n\n     The headings contained in this Agreement are inserted for convenience only\nand shall not constitute a part hereof or in any way affect the meaning or\ninterpretation of this Agreement.\n\n     14.  Entire Agreement; Amendments and Waivers.\n          ---------------------------------------- \n\n     (a)  Entire Agreement.  This Agreement contains the entire understanding of\n          ----------------                                                      \nthe parties hereto with respect to the subject matter contained herein.  No\nalteration, amendment, modification, or waiver of any of the terms of this\nAgreement shall be valid unless made by an instrument signed by an authorized\nofficer of Murphy Oil and Deltic, or \n\n                                       24\n\n \nin the case of a waiver, by the party against whom the waiver is to be\neffective.\n\n     (b) Waiver. No failure or delay by any party in exercising any right, power\n         ------                                                                 \nor privilege hereunder shall operate as a waiver hereof nor shall any single or\npartial exercise thereof preclude any other or further exercise thereof or the\nexercise of any right, power or privilege.\n\n     15.  Governing Law and Interpretation.  This Agreement has been made in and\n          --------------------------------                                      \nshall be construed and enforced in accordance with the laws of the State of\nArkansas without regard to principles of conflicts of law.\n\n     16.  Dispute Resolution.  If the parties hereto are unable to agree to\n          ------------------                                               \nresolve any disagreement or dispute relating to this Agreement other than with\nrespect to Section 5 within 20 days, such disagreement or dispute shall be\nresolved by a nationally recognized law firm or accounting firm expert in tax\nmatters that is mutually acceptable to the parties hereto ('Referee'). A Referee\nso chosen shall resolve any such disagreement pursuant to such procedures as it\nmay deem advisable. Any such resolution shall be binding on the parties hereto\nwithout further recourse. The costs of any such Referee shall be\n\n                                       25\n\n \napportioned between Murphy Oil and Deltic as determined by such Referee in such\nmanner as the Referee deems reasonable, taking into account the circumstances of\nthe dispute, the conduct of the parties and the resolution of the dispute.\n\n     17.  Counterparts.\n          ------------ \n\n     This Agreement may be executed in one or more counterparts, each of which\nshall be deemed an original, but all of which together shall constitute one and\nthe same instrument.\n\n     18.  Assignments; Third Party Beneficiaries.\n          -------------------------------------- \n\nThis Agreement shall be binding upon and shall inure only to the benefit of the\nparties hereto and their respective successors and assigns.  This Agreement is\nnot intended to benefit any person other than the parties hereto and such\nsuccessors and assigns, and no such other person shall be a third party\nbeneficiary hereof.\n\n                                       26\n\n \n     IN WITNESS WHEREOF, the parties have executed and delivered this Agreement\nas of the day and year first written above.\n\n\n                             Murphy Oil on its own behalf and on\n                             behalf of the companies\n                             listed on Schedule 1 hereto.\n\n                             By: \/s\/ S. Cosse\n                                --------------------------\n\n\n                             Title: Senior Vice President\n                                   -----------------------\n\n\n                             Deltic on its own behalf and on\n                             behalf of the companies\n                             listed on Schedule 2 hereto.\n\n\n                             By: \/s\/ Clefton D. Vaughan\n                                --------------------------\n\n\n                             Title: Vice President\n                                   -----------------------\n\n                                       27\n\n \n                                   Schedule 1\n\n\nArkansas Oil Company\nEl Dorado Exploration, S.A.\nMurphy Denmark Oil Company\nMurphy Eastern Oil Company\nMurphy Equatorial Guinea Oil company\nMurphy France Oil Company\nMurphy Ireland Oil Company\nMurphy Italy Oil Company\nMurphy Loop, Inc.\nMurphy Latin America Refining &amp; Marketing, Inc.\nMurphy New Zealand Oil Company\nMurphy Oil Trading Company (Eastern)\nMurphy Pakistan Oil Company\nNorske Murphy Oil Company\nSpur Oil Corporation\nMurphy Gas Gathering, Inc.\nNew Murphy Oil (U.K.) Corporation\nMurphy Exploration &amp; Production Company\nMurphy Building Corporation\nEl Dorado Engineering, Inc.\nEl Dorado Contractors, Inc.\nOcean International Finance Corporation\nNorske Ocean Exploration Company\nOcean Spain Oil Company\nOcean Exploration Company\nODECO Gabon Oil Company\nOcean Gabon Oil Company\nMurphy Overseas Ventures, Inc.\nODECO Italy Oil Company\nOcean France Oil Company\nMentor Holding Corporation\nMurphy Western Oil Company\nMentor Excess &amp; Surplus Lines Insurance Co.\nMentor Insurance and Reinsurance Corporation\nMurphy Spain Oil Company\nMurphy Somalia Oil Company\nMurphy Yemen Oil Company\nMurphy Oil USA, Inc.\nMurphy Ventures Corporation\nMurphy South Atlantic Oil Company\n\n                                       28\n\n \n                                   Schedule 2\n\nDeltic Timber Purchasers, Inc.\nChenal Properties, Inc.\n\n                                       29\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7297,8274],"corporate_contracts_industries":[9484,9412],"corporate_contracts_types":[9622,9628],"class_list":["post-43759","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-deltic-timber-corp","corporate_contracts_companies-murphy-oil-corp","corporate_contracts_industries-materials__wood","corporate_contracts_industries-energy__refining","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\/43759","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=43759"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43759"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43759"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43759"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}