Legal TRA Letter

Legal TRA Letter

This Tax Reimbursement Agreement Letter (the "Letter") is entered into as of Effective Date: by and between Company Name: (the "Company") and Holder Name: (the "Holder"). The Company and the Holder are each a "Party" and together the "Parties."

RECITALS

WHEREAS, on Transaction Date: the Parties effected a corporate transaction (the "Transaction") that may give rise to certain tax attributes, deductions, credits or other tax benefits (collectively, "Tax Benefits");

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to calculation, allocation and reimbursement of Tax Benefits that arise from or relate to the Transaction pursuant to the terms set forth in this Letter; and

WHEREAS, the Parties intend that this Letter memorialize certain material terms of the Tax Reimbursement Agreement obligations between them and to provide a procedural framework for calculation, payment and audit of amounts payable under that framework.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained in this Letter and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Tax Benefit" means any reduction, offset, deduction, credit, refund, loss carryforward or other tax attribute realized by the Company or its affiliates as a result of, or attributable to, the Transaction during the applicable Tax Periods.

1.2 "TRA Amount" means the amount equal to the Holder's share of Tax Benefits as computed pursuant to Section 2 (Calculation) of this Letter.

2. Calculation of TRA Amount

2.1 Within thirty (30) days after final determination of Tax Benefits for a Tax Period, the Company shall prepare and deliver to the Holder a written calculation setting forth the computation of the Tax Benefits and the resulting TRA Amount for such Tax Period. Aggregate anticipated Tax Benefits for the initial computation: .

2.2 The calculation delivered by the Company shall include reasonable supporting documentation and shall identify each material assumption, adjustment and methodology used in the determination.

3. Payment Obligations

3.1 Subject to Section 4 (Dispute), within Payment Period (days): days after delivery of the calculation described in Section 2.1, the Company shall pay to the Holder the TRA Amount in immediately available funds.

3.2 All payments under this Letter shall be made without deduction for any taxes except as required by applicable law. If withholding is required, the Company shall notify the Holder and provide documentation reasonably necessary for the Holder to claim any available credit or refund.

4. Dispute, Audit and Reconciliation

4.1 The Holder shall have forty-five (45) days from receipt of the Company's calculation to deliver written notice identifying in reasonable detail any disputed items. If the Parties cannot resolve the dispute within thirty (30) days after such notice, the dispute shall be resolved in accordance with Section 11 (Governing Law and Dispute Resolution).

4.2 Audit Rights: The Holder shall have the right, at its own expense and upon reasonable notice, to review and copy the underlying tax workpapers and supporting documentation maintained by the Company relating to any calculation of Tax Benefits; provided that such review shall be conducted during normal business hours and in a manner designed to protect confidential third-party information.

Audit contact and instructions (if different from Notices):

5. Representations and Warranties

5.1 Each Party represents and warrants to the other that it has full corporate power and authority to execute and deliver this Letter and to perform its obligations hereunder, and that this Letter constitutes the valid and binding obligation of such Party enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general application.

5.2 The Company further represents that the calculation provided pursuant to Section 2 is prepared in good faith and in accordance with applicable tax law and generally accepted tax accounting principles.

6. Indemnification

6.1 Each Party (an "Indemnifying Party") shall indemnify and hold harmless the other Party (an "Indemnitee") from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any third-party claim to the extent caused by the Indemnifying Party's breach of its representations, warranties or covenants in this Letter.

7. Tax Treatment and Cooperation

7.1 The Parties agree to cooperate in good faith to determine and, where appropriate, contest the characterization, allocation and timing of Tax Benefits. Neither Party shall take a position in any tax return or proceeding that is inconsistent with a calculation provided under this Letter without first giving the other Party prior written notice and a reasonable opportunity to comment.

8. Notices

All notices, requests, demands and other communications required or permitted hereunder shall be in writing and addressed as follows (or to such other address as a Party may specify by notice in accordance with this Section).

9. Amendments; Waiver; Counterparts

9.1 No amendment, modification or waiver of any provision of this Letter shall be effective unless in writing and signed by each Party. The failure of any Party to enforce any provision of this Letter shall not constitute a waiver of future enforcement of that or any other provision.

9.2 This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

10. Governing Law; Entire Agreement; Severability

10.1 This Letter shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

10.2 This Letter constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Parties relating to such subject matter.

10.3 If any provision of this Letter is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision shall be limited or eliminated to the minimum extent necessary so that this Letter shall otherwise remain in full force and effect and enforceable.

11. Miscellaneous

11.1 Assignment: Neither Party may assign its rights or delegate its obligations under this Letter without the prior written consent of the other Party, except that the Company may assign its rights and obligations to an affiliate or successor in connection with a merger, sale of substantially all assets or similar transaction, provided that the assignee assumes the Company's obligations hereunder in writing.

11.2 Remedies: The remedies provided in this Letter are cumulative and not exclusive of any remedies provided by law or in equity.

11.3 Confidentiality: Except to the extent disclosure is required by law or regulatory authority, the Parties shall keep the calculations, supporting documentation and payment terms confidential in accordance with customary confidentiality obligations between the Parties.

Acknowledgment

The Parties acknowledge that they have read this Letter, understand its terms and enter into it voluntarily and with full authority to bind the entity they represent.

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