FAIRFAX INC. and ODYSSEY RE HOLDINGS CORP. INTER-COMPANY TAX ALLOCATION AGREEMENTTax Allocation or Sharing Agreement |
|
|
You are currently viewing: This Tax Allocation or Sharing Agreement involves
ODYSSEY RE HOLDINGS CORP | FAIRFAX INC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Tax Allocation or Sharing Agreement by:
Exhibit 10.3
FAIRFAX INC. and ODYSSEY RE
HOLDINGS CORP.
INTER-COMPANY TAX ALLOCATION AGREEMENT
Effective March 4, 2003
WHEREAS, Fairfax Inc., a Wyoming corporation (“Parent”) and Odyssey Re Holdings Corp., a Delaware Corporation (“ORH”), became members of an affiliated tax group filing consolidated tax returns on March 4, 2003;
WHEREAS, ORH automatically became a member of the TIG Holdings, Inc., Inter-Company Tax Allocation Agreement effective January 1, 2000 (the “2000 Agreement”) on March 4, 2003;
WHEREAS, TIG Holdings, Inc and ORH desire to remove ORH from the 2000 Agreement and Parent and ORH desire to enter into an Inter-Company Tax Allocation Agreement effective March 4, 2003;
NOW, THEREFORE, the parties agree as follows:
The purpose of this agreement (the “Agreement”) is to determine the amount of federal and (where applicable) state income tax allocated ORH and the amount ORH will pay to or receive from Parent. This Agreement is between Parent and ORH. Parent and ORH are sometimes hereafter collectively referred to as the “Group”.
|
|
1. |
|
ORH and Parent are affiliated corporations and have elected to file a consolidated federal income tax return pursuant to the provisions of Section 1502, et seq., the Internal Revenue Code of 1986, as amended, (the “Code”). |
1
|
|
2. |
|
ORH shall compute and pay to the Parent its federal income tax liability as if computed on a separate return. ORH shall have first use of all of its current operating losses and credits. Additionally, Parent shall reimburse ORH for any net operating losses (NOL’s) that can be utilized by ORH Subsidiaries reflected in Schedule 1. To the extent ORH NOL’s can be utilized by ORH subsidiaries, such NOL’s are deemed utilized by ORH in the same tax year. The calculation of the separate federal income tax liability of ORH shall be made pursuant to the Code and its regulations, as well as applicable cases, rulings, etc., and shall be determined by utilizing the maximum applicable corporate income tax rate. |
|
|
|
|
|
|
|
3. |
|
ORH shall pay such separate return tax liability to the Parent by no later than the applicable due date or dates that such payments would have been required by the Internal Revenue Service if ORH had filed a separate return, or as soon thereafter as possible. |
|
|
|
|
|
|
|
4. |
|
If ORH would not have to pay any federal income tax or would have a claim for refund of federal income taxes, the Parent will pay to ORH an amount equal to the refund ORH would have been entitled to obtain from the Internal Revenue Service. The Parent shall make the payment to ORH by no later than the applicable due date or dates that payment would have been made by the Internal Revenue Service if ORH had filed a timely claim for refund, or as soon thereafter as possible. |
|
|
|
|
|
|
|
5. |
|
In the event that ORH or the Parent is required or has elected to file a unitary or combined state income tax return, which may include other affiliate companies, |
2
|
|
|
|
the Parent will compute, report, and pay the state income tax liability in accordance with the applicable state laws and regulations and will file the required annual return. Within thirty (30) days from the filing of any combined state income tax return the Parent will calculate and assess ORH’s share of the combined state income tax liability based on (i) the methodology required or established by state income tax law |
