50 of the Top 250 law firms use our Products every day
Exhibit 10.1
Amendment No. 1 to Tax
Sharing Agreement
This
Amendment No. 1 to Tax Sharing Agreement is made effective as of
June 9, 2005.
BACKGROUND
|
A. As
of December 1, 2003, Genesis HealthCare Corporation, a Pennsylvania
corporation (“GHC”), and NeighborCare, Inc. (f/k/a
Genesis Health Ventures, Inc.), a Delaware corporation
(“NeighborCare”), entered a Tax Sharing Agreement
(“Tax Sharing Agreement”).
|
|
|
|
|
B. GHC
and NeighborCare now desire to amend the Tax Sharing Agreement as
set forth in this Amendment No. 1
(“Amendment”).
|
AGREEMENT
NOW
THEREFORE, in consideration of the foregoing and the mutual
promises set forth in this Amendment, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree that the Tax Sharing Agreement is amended as
follows:
|
|
1.
|
Section 7(a)(iv) of the Tax
Sharing agreement is modified by replacing 40 percent with 70
percent.
|
|
|
|
|
|
|
2.
|
No changes or amendments will
be made by NeighborCare or its successors to any combined Returns
as defined in the Tax Sharing Agreement for periods ending on or
before September 30, 2001 without the consent of
Genesis.
|
|
|
|
|
|
|
3.
|
In the event of a Change in
Control of NeighborCare, Genesis is granted the j
|
|
