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This excerpt taken from the ATVI DEF 14A filed Apr 22, 2009. Tax Sharing Agreement Also in connection with the consummation of the Combination, on July 9, 2008, we entered into a tax sharing agreement with Vivendi Games and Vivendi Holding I Corp., a subsidiary of Vivendi ("VHIC"). The tax sharing agreement sets forth various agreements among the parties relating to, among other things:
In addition, the agreement specifies certain procedural matters that will apply in any tax contest with any taxing authority. For more information about the tax sharing agreement, see our current report on Form 8-K filed with the SEC on July 15, 2008. This excerpt taken from the ATVI DEF 14A filed Jul 29, 2008. Tax Sharing Agreement Also in connection with the consummation of the Combination, on July 9, 2008, the Company entered into a Tax Sharing Agreement
with Vivendi Holding I Corp., a subsidiary of Vivendi ("VHIC"), and Vivendi Games. The Tax Sharing Agreement sets forth various agreements among the parties relating to, among other
things:
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In addition, the agreement specifies certain procedural matters that will apply in any tax contest with any taxing authority. For more information about the tax sharing agreement, see the Company's Current Report on Form 8-K filed with the SEC on July 15, 2008. These excerpts taken from the ATVI 8-K filed Jul 15, 2008. TAX SHARING AGREEMENT
This Tax Sharing Agreement (this “Agreement”), dated as of July 9, 2008, is entered into by and among Vivendi Holding I Corp., a Delaware corporation (“Vivendi”), Vivendi Games, Inc., a Delaware corporation (“Vivendi Games”), Activision Blizzard, Inc., a Delaware corporation (the “Company”) and any other person who becomes a party to this Agreement in accordance with the terms hereof.
WHEREAS, Vivendi is the United States parent of the Vivendi Group, and has filed, and anticipates to continue filing, Vivendi Group Tax Returns;
WHEREAS, on December 1, 2007, Vivendi S.A., VGAC LLC, Vivendi Games, the Company and Sego Merger Corporation entered into a Business Combination Agreement (the “Combination Agreement”), which provides for, among other things, the combination of the respective businesses of the Company and Vivendi Games;
WHEREAS, following the consummation of the transactions contemplated by the Combination Agreement, Vivendi will directly or indirectly own a majority of issued and outstanding shares of common stock, par value $0.000001 per share of the Company;
WHEREAS, Vivendi anticipates that, subsequent to the combination of the businesses of the Company and Vivendi Games pursuant to the Combination Agreement, the Company, Vivendi Games, and other members of the Company Group may be eligible, or required, to join with the Vivendi Group in the filing of Vivendi Group Tax Returns during one or more taxable periods ending on or after the Closing Date (as defined below); and
WHEREAS, the parties wish to provide for an allocation and indemnification of Tax liabilities associated with (A) any taxable period during which Company, Vivendi Games, or other members of the Company Group join with the Vivendi Group in the filing of Vivendi Group Tax Returns or (B), in the case of Vivendi Games, any taxable period commencing prior to the combination of the businesses of the Company and Vivendi Games.
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained herein, the parties agree as follows:
1. Definitions. For purposes of this Agreement, the terms set forth below shall be defined as follows:
(a) “Adjusted Repatriation Amount” shall have the meaning set forth in Section 8(d) hereof.
(b) “Adjusted Repatriation Offset” shall have the meaning set forth in Section 8(d) hereof.
(c) “Adjusted Separate Return Tax Liability” shall have the meaning set forth in Section 2.4(a) hereof.
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(d) “Closing Date” shall mean July 9, 2008.
(e) “Code” shall mean the Internal Revenue Code of 1986, as amended.
(f) “Company” shall mean Activision Blizzard, Inc., as defined in the Preamble hereto and any predecessor or successor corporation.
(g) “Company Controlled Tax Issue” shall have the meaning set forth in Section 6 hereof.
(h) “Company Group” shall mean the Company and its subsidiaries.
(i) “Company Subgroup” shall mean, in the case of any particular Determination Year, members of the Company Group that join with the Vivendi Group in the filing of a Vivendi Group Tax Return.
(j) “Company Subgroup Related Tax Issue” shall have the meaning set forth in Section 6 hereof.
(k) “Company US Group” shall mean Company and all United States persons, as defined in Section 7701(a)(3) of the Code, directly and indirectly wholly-owned by Company.
(l) “Determination Year” shall mean, for any particular member of the Company Group that joins with the Vivendi Group in the filing of a Vivendi Group Tax Return for any particular taxable year, the taxable period beginning on or after the Effective Date for such Company Group member and ending on the earlier of (i) the last day of such taxable year or (ii) the Termination Date for such Company Group member.
(m) “Dividend” shall mean a distribution of cash or cash equivalents that is a “dividend,” as defined in Section 316 of the Code, and that is includible in the gross income of the recipient for United States Federal income tax purposes.
(n) “Effective Date” shall mean the later of (A) the date on which any member of the Company Group commences to be includible in a Vivendi Group Tax Return and (B) the Closing Date.
(o) “Final Determination” shall mean a final “determination” as defined under section 1313 of the Code or under any similar provision for state or local Tax law purposes.
(p) “Group Tax Return” shall mean any consolidated, unitary, or combined income or franchise Tax Return.
(q) “Investor Agreement” shall mean that “Investor Agreement” dated as of the date hereof among Vivendi S.A., VGAC LLC, Vivendi Games and Company.
(r) “Non-Company Vivendi Group” shall mean all members of the Vivendi Group other than the members of the Company Group.
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(s) “Non-US Subsidiary” shall mean a foreign corporation for United States Federal income tax purposes that is directly or indirectly wholly-owned by Vivendi Games on the Closing Date.
(t) “Non-US Subsidiary Cash” shall mean, with respect to a Non-US Subsidiary, the cash and cash equivalents held by the Non-US Subsidiary on the Closing Date.
(u) “Post-Closing Earnings” shall mean, with respect to a Non-US Subsidiary as of any particular date upon which such earnings are required to be determined hereunder, an amount equal the aggregate current and accumulated earnings and profits accumulated from the Closing Date up to and including such date, without adjustment for any portion of any distribution that qualifies as Repatriation Amount (or Adjusted Repatriation Amount, as the case may be) hereunder.
(v) “ Tax Sharing Agreement
Also in connection with the closing of the Transactions, on July 9, 2008, the Company entered into a Tax Sharing Agreement (the “Tax Sharing Agreement”) with Vivendi Holding I Corp., a Delaware corporation (“VHIC”), and Vivendi Games. The Tax Sharing Agreement sets forth various agreements among the parties relating to, without limitation:
· the joining of the Company and/or certain of its subsidiaries in the filing of certain consolidated, combined or unitary income or franchise tax returns that VHIC may elect or be required to file;
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· the payments to the appropriate tax authorities of certain tax liabilities;
· the payment by the Company and subsidiaries of the Company to VHIC of amounts representing certain tax liabilities attributable to the Company and its subsidiaries;
· the payment by VHIC to the Company of (or the offsetting of certain obligations of the Company to pay VHIC with) amounts in respect of fifty percent of the tax liability associated with certain distributions that may be made by non-U.S. subsidiaries of Vivendi Games to the Company (or certain U.S. subsidiaries of the Company) during the five year period following the closing date of the Transactions;
· VHIC’s indemnification of the Company for certain tax liabilities imposed on the Company arising in periods prior to the closing of the Transactions in respect of Vivendi Games or its subsidiaries or resulting from VHIC’s failure to pay;
· the control of certain tax contests with certain taxing authorities; and
· the resolution of certain tax disputes between the parties.
Copies of the Investor Agreement and the Tax Sharing Agreement are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. The foregoing descriptions of the Investor Agreement and the Tax Sharing Agreement are qualified in their entirety by reference to the full text of the Investor Agreement and the Tax Sharing Agreement.
This excerpt taken from the ATVI DEFA14A filed Dec 6, 2007. TAX SHARING AGREEMENT
This Tax Sharing Agreement (this “Agreement”), dated as of , , 2008, is entered into by and among Vivendi Holding I Corp., a Delaware corporation (“Vivendi”), Vivendi Games, Inc., a Delaware corporation (“Vivendi Games”), Activision Blizzard, Inc., a Delaware corporation (the “Company”) and any other person who becomes a party to this Agreement in accordance with the terms hereof.
WHEREAS, Vivendi is the United States parent of the Vivendi Group, and has filed, and anticipates to continue filing, Vivendi Group Tax Returns;
WHEREAS, on December [ ], 2007, Vivendi S.A., VGAC LLC, Vivendi Games, the Company and Sego Merger Corporation entered into a Business Combination Agreement (the “Combination Agreement”), which provides for, among other things, the combination of the respective businesses of the Company and Vivendi Games;
WHEREAS, following the consummation of the transactions contemplated by the Combination Agreement, Vivendi will directly or indirectly own a majority of issued and outstanding shares of common stock, par value $0.000001 per share of the Company;
WHEREAS, Vivendi anticipates that, subsequent to the combination of the businesses of the Company and Vivendi Games pursuant to the Combination Agreement, the Company, Vivendi Games, and other members of the Company Group may be eligible, or required, to join with the Vivendi Group in the filing of Vivendi Group Tax Returns during one or more taxable periods ending on or after the Closing Date (as defined below); and
WHEREAS, the parties wish to provide for an allocation and indemnification of Tax liabilities associated with (A) any taxable period during which Company, Vivendi Games, or other members of the Company Group join with the Vivendi Group in the filing of Vivendi Group Tax Returns or (B), in the case of Vivendi Games, any taxable period commencing prior to the combination of the businesses of the Company and Vivendi Games.
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained herein, the parties agree as follows:
1. Definitions. For purposes of this Agreement, the terms set forth below shall be defined as follows:
(a) “Adjusted Separate Return Tax Liability” shall have the meaning set forth in Section 2.4(a) hereof.
(b) “Closing Date” shall mean , , 2008.
(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.
(d) “Company” shall mean Activision Blizzard, Inc., as defined in the Preamble hereto and any predecessor or successor corporation.
(e) “Company Controlled Tax Issue” shall have the meaning set forth in Section 6 hereof.
(f) “Company Group” shall mean the Company and its subsidiaries.
(g) “Company Subgroup” shall mean, in the case of any particular Determination Year, members of the Company Group that join with the Vivendi Group in the filing of a Vivendi Group Tax Return.
(h) “Company Subgroup Related Tax Issue” shall have the meaning set forth in Section 6 hereof.
(i) “Determination Year” shall mean, for any particular member of the Company Group that joins with the Vivendi Group in the filing of a Vivendi Group Tax Return for any particular taxable year, the taxable period beginning on or after the Effective Date for such Company Group member and ending on the earlier of (i) the last day of such taxable year or (ii) the Termination Date for such Company Group member.
(j) “Effective Date” shall mean the later of (A) the date on which any member of the Company Group commences to be includible in a Vivendi Group Tax Return and (B) the Closing Date.
(k) “Final Determination” shall mean a final “determination” as defined under section 1313 of the Code or under any similar provision for state or local Tax law purposes.
(l) “Group Tax Return” shall mean any consolidated, unitary, or combined income or franchise Tax Return.
(m) “Investor Agreement” shall mean that “Investor Agreement” dated as of the date hereof among Vivendi S.A., VGAC LLC, Vivendi Games and Company.
(n) “Non-Company Vivendi Group” shall mean all members of the Vivendi Group other than the members of the Company Group.
(o) “ This excerpt taken from the ATVI 8-K filed Dec 6, 2007. TAX SHARING AGREEMENT
This Tax Sharing Agreement (this “Agreement”), dated as of , , 2008, is entered into by and among Vivendi Holding I Corp., a Delaware corporation (“Vivendi”), Vivendi Games, Inc., a Delaware corporation (“Vivendi Games”), Activision Blizzard, Inc., a Delaware corporation (the “Company”) and any other person who becomes a party to this Agreement in accordance with the terms hereof.
WHEREAS, Vivendi is the United States parent of the Vivendi Group, and has filed, and anticipates to continue filing, Vivendi Group Tax Returns;
WHEREAS, on December [ ], 2007, Vivendi S.A., VGAC LLC, Vivendi Games, the Company and Sego Merger Corporation entered into a Business Combination Agreement (the “Combination Agreement”), which provides for, among other things, the combination of the respective businesses of the Company and Vivendi Games;
WHEREAS, following the consummation of the transactions contemplated by the Combination Agreement, Vivendi will directly or indirectly own a majority of issued and outstanding shares of common stock, par value $0.000001 per share of the Company;
WHEREAS, Vivendi anticipates that, subsequent to the combination of the businesses of the Company and Vivendi Games pursuant to the Combination Agreement, the Company, Vivendi Games, and other members of the Company Group may be eligible, or required, to join with the Vivendi Group in the filing of Vivendi Group Tax Returns during one or more taxable periods ending on or after the Closing Date (as defined below); and
WHEREAS, the parties wish to provide for an allocation and indemnification of Tax liabilities associated with (A) any taxable period during which Company, Vivendi Games, or other members of the Company Group join with the Vivendi Group in the filing of Vivendi Group Tax Returns or (B), in the case of Vivendi Games, any taxable period commencing prior to the combination of the businesses of the Company and Vivendi Games.
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained herein, the parties agree as follows:
1. Definitions. For purposes of this Agreement, the terms set forth below shall be defined as follows:
(a) “Adjusted Separate Return Tax Liability” shall have the meaning set forth in Section 2.4(a) hereof.
(b) “Closing Date” shall mean , , 2008.
(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.
(d) “Company” shall mean Activision Blizzard, Inc., as defined in the Preamble hereto and any predecessor or successor corporation.
(e) “Company Controlled Tax Issue” shall have the meaning set forth in Section 6 hereof.
(f) “Company Group” shall mean the Company and its subsidiaries.
(g) “Company Subgroup” shall mean, in the case of any particular Determination Year, members of the Company Group that join with the Vivendi Group in the filing of a Vivendi Group Tax Return.
(h) “Company Subgroup Related Tax Issue” shall have the meaning set forth in Section 6 hereof.
(i) “Determination Year” shall mean, for any particular member of the Company Group that joins with the Vivendi Group in the filing of a Vivendi Group Tax Return for any particular taxable year, the taxable period beginning on or after the Effective Date for such Company Group member and ending on the earlier of (i) the last day of such taxable year or (ii) the Termination Date for such Company Group member.
(j) “Effective Date” shall mean the later of (A) the date on which any member of the Company Group commences to be includible in a Vivendi Group Tax Return and (B) the Closing Date.
(k) “Final Determination” shall mean a final “determination” as defined under section 1313 of the Code or under any similar provision for state or local Tax law purposes.
(l) “Group Tax Return” shall mean any consolidated, unitary, or combined income or franchise Tax Return.
(m) “Investor Agreement” shall mean that “Investor Agreement” dated as of the date hereof among Vivendi S.A., VGAC LLC, Vivendi Games and Company.
(n) “Non-Company Vivendi Group” shall mean all members of the Vivendi Group other than the members of the Company Group.
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