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Tax Indemnification Agreement

Indemnification Agreement

Tax Indemnification Agreement | Document Parties: OLBERZ FAMILY TRUST | SPORT CHALET, INC You are currently viewing:
This Indemnification Agreement involves

OLBERZ FAMILY TRUST | SPORT CHALET, INC

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Title: Tax Indemnification Agreement
Governing Law: California     Date: 10/3/2005
Industry: Retail (Specialty)     Law Firm: Sheppard Mullin     Sector: Services

Tax Indemnification Agreement, Parties: olberz family trust , sport chalet  inc
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EXHIBIT 99.1

 

Tax Indemnification Agreement

 

THIS TAX INDEMNIFICATION AGREEMENT dated as of September 30, 2005 (this "Agreement"), is entered into by and among SPORT CHALET, INC., a Delaware corporation (the "Company"), NORBERT OLBERZ and IRENE OLBERZ, both individually and in their capacities as the trustees of THE OLBERZ FAMILY TRUST ("Olberz"), CRAIG L. LEVRA ("Levra") and HOWARD K. KAMINSKY ("Kaminsky").

 

WHEREAS, pursuant to the "Transition Plan" dated February 28, 2005, attached hereto as Exhibit A , Olberz has agreed to transfer to Levra and Kaminsky (the "Transfer") such number of shares (the "Shares") of Class B Common Stock of the Company owned by Olberz as would be necessary, when added to the shares owned by Levra and Kaminsky, to give them at least 45% of the combined voting power of the Class A Common Stock and the Class B Common Stock of the Company;

 

WHEREAS, because the Transfer is between the Company's majority stockholder and officers of the Company, applicable tax rules and regulations require the Company to treat the Transfer as the contribution of the Shares to the Company's capital and the subsequent issuance of the Shares by the Company to Levra and Kaminsky;

 

WHEREAS, the Company and Olberz have agreed to the Transfer on the condition that Levra and Kaminsky pay all taxes imposed as a result of the Transfer, including without limitation gift taxes, income tax withholding, FICA, FUTA, SDI and SUI; and

 

WHEREAS, Levra and Kaminsky have agreed to indemnify the Company and Olberz from any such taxes, and have agreed to pledge 457,263 shares (the "Pledged Shares") of Company Class B Common Stock as security for such obligation, provided, however, that such pledge shall be subordinate to any pledge of the Pledged Shares for indebtedness incurred by Levra and Kaminsky;

 

NOW, THEREFORE, to induce the Company and Olberz to enter into, and in consideration of its entering into, the Transfer, and in consideration of the premises and the representations, warranties and agreements contained herein, the parties hereto agree as follows:

 

ARTICLE I    Definitions .

 

"Taxes" means any federal, state and local taxes, including, without limitation, gift taxes, transfer taxes, income taxes (including withholding of income taxes) and payroll taxes (such as FICA, FUTA, SDI, SUI and the like), and any penalties and interest on any such taxes.

 

"Indemnitee" means Olberz and his successors and assigns. "Indemnitors" means Levra and Kaminsky and their successors and assigns.

 

ARTICLE II    Indemnification by Levra and Kaminsky . The Indemnitors, jointly but not severally, agree to indemnify and hold harmless the Indemnitee from and against any and all Taxes asserted against, imposed upon, or incurred by the Indemnitee which arise out of or in connection with the Transfer, plus reasonable legal fees and expenses incurred for or with respect to such indemnity. For purposes of clarification, each Indemnitor shall be liable hereunder only for those Taxes asserted against, imposed upon, or incurred by the Indemnitee that are solely attributable to the transfer of Shares to such Indemnitor in connection with the Transfer.

 

 

 


 

1.       Claims by Taxing Authorities .

 

(a)     If a claim by a federal, state or local taxing authority is made against the Indemnitee arising out of a matter for which the Indemnitee is entitled to be indemnified pursuant to Section 2 (a "Tax Claim"), the Indemnitee shall promptly notify each Indemnitor in writing of such claim. The failure to notify promptly the Indemnitors shall not relieve the Indemnitors of their obligations hereunder except to the extent (and only to the extent) that the Indemnitors are actually and materially prejudiced by such failure. The Indemnitors shall be responsible for the fees and expenses of the counsel employed by the Indemnitee, provided that in no event shall the Indemnitors be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for the Indemnitee in connection with any one Tax Claim or separate but similar or related Tax Claims.

 

(b)      The Indemnitors shall be entitled to control the defense of a Tax Claim, individually or jointly, through their counsel, at their own expense, and, without limiting the foregoing, may in their sole discretion, pursue or forego any and all administrative appeals, proceedings, hearings and conferences with any taxing authority with respect thereto, and may in their sole discretion, pay the amount claimed and sue for a refund (where applicable law permits such refund suits), settle or contest the Tax Claim in any permissible manner.

 

(c)      So long as the Indemnitors are participating i


 
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