Tax Sharing and Indemnification Agreement (2009)Full Document 

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                    TAX SHARING AND INDEMNIFICATION AGREEMENT

          THIS TAX SHARING AND INDEMNIFICATION AGREEMENT ("Agreement") is
entered into as of June 30, 2001, by and between Equifax Inc., a Georgia
corporation ("Equifax"), and Certegy Inc., a Georgia corporation ("Certegy").

          WHEREAS, Equifax is the common parent and Certegy is currently a
member of an "affiliated group," as that term is defined in section 1504 of the
Code (such term and certain capitalized terms being defined in Section 1.1),
that currently files consolidated federal income tax returns; and

          WHEREAS, Certegy is a holding company and a wholly-owned subsidiary of
Equifax; and

          WHEREAS, pursuant to that certain Distribution Agreement Plan of
Reorganization and Distribution dated as of even date with this Agreement (the
"Distribution Agreement") and subject to the terms and conditions thereof,
Equifax will transfer and assign or cause members of the Equifax Group to
transfer and assign to Certegy certain assets and businesses associated with the
Payment Services Business and the stock of certain corporations that conduct the
Payment Services Business; and

          WHEREAS, prior to the Contribution, Equifax and certain Equifax
Affiliates will undertake the Foreign Restructuring to separate the Payment
Services Business from Equifax in foreign jurisdictions; and

          WHEREAS, pursuant to the Distribution Agreement and subject to the
terms and conditions thereof, after the Contribution, Equifax will distribute to
its shareholders on a pro rata basis all of the issued and outstanding stock of
Certegy; and

          WHEREAS, the parties intend that the Contribution and the Distribution
qualify as a tax-free reorganization and distribution under section 368(a)(1)(D)
and section 355 of the Code;

          WHEREAS, in contemplation of the Distribution, the Equifax Group and
the Certegy Group desire to set forth their rights and obligations with respect
to foreign, federal, state and local taxes due for periods both before and after
the Distribution and with respect to certain tax and other liabilities that
might be arise in connection with the Distribution;

          NOW THEREFORE, in consideration of the foregoing premises and the
mutual agreements and covenants contained in this Agreement and other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

          1.1 For purposes of this Agreement, the following definitions shall
apply:



          (a) "2000 Certegy Tax Liabilities" has the meaning ascribed to such
term in Section 5.5.

          (b) "2001 Certegy Estimated Tax Liabilities" has the meaning ascribed
to such term in Section 5.6.

          (c) "Additional Restructuring Tax" means any Restructuring Tax other
than any Contemplated Restructuring Taxes.

          (d) "Affiliated Group" means an affiliated group of corporations
within the meaning of section 1504(a) (determined without regard to the
exceptions contained in section 1504(b)) of the Code for the taxable period in
question.

          (e) "Certegy Group" means (i) with respect to any period prior to the
Distribution Date, Certegy, Payment Services, any other entity directly or
indirectly conducting the Payment Services Business, and each of such entities'
wholly-owned subsidiaries; provided that the Certegy Group shall not include
Light Signatures, Inc., High Integrity Systems, LLC, or any other entity owned
by Equifax after giving effect to the Separation and the Distribution, and (ii)
with respect to any period on or after the Distribution Date, (A) the Affiliated
Group of which Certegy or any successor of Certegy is the common parent; and (B)
any entity in which any member of such Affiliated Group owns some or all of the
equity.

          (f) "Certegy Issue" means any issue raised by any Tax Authority, which
issue results in (i) proposed Restructuring Taxes for which Certegy could be
liable pursuant to Section 2.3 hereof, or (ii) proposed Taxes for which Certegy
could be liable pursuant to Section 2.2 hereof.

          (g) "Certegy Tainting Act" means (i) any breach by any member of the
Certegy Group of any written representation or covenant relating to the Certegy
Group made in any Ruling Document, or (ii) any action or actions of or involving
any member of the Certegy Group, or any omission or omissions of any such Person
(whether or not such action or omission is permitted pursuant to this
Agreement), of an action or actions available to it, after the Distribution
Date, if such breach, action or omission described in (i) or (ii) contributes to
a Final Determination imposing any Additional Restructuring Tax on any member of
the Equifax Group or the Certegy Group.

          (h) "Code" means the Internal Revenue Code of 1986, as amended from
time to time.

          (i) "Consolidated Returns" means the consolidated United States
federal income tax returns of the Affiliated Group of which Equifax is the
common parent for consolidated return years beginning before the Distribution
Date and any consolidated, combined or similar state income tax returns of any
members of the Equifax Group for taxable years beginning before the Distribution
Date (including, in each case, any amendments thereto).

          (j) "Contemplated Restructuring Tax" means any Restructuring Tax set
forth on Exhibit B to this Agreement.


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          (k) "Contribution" has the meaning ascribed to such term in the
Distribution Agreement.

          (l) "Distribution" has the meaning ascribed to such term in the
Distribution Agreement.

          (m) "Distribution Agreement" has the meaning ascribed to such term in
the recitals to this Agreement.

          (n) "Distribution Date" has the meaning ascribed to such term in the
Distribution Agreement.

          (o) "Effective Time" has the meaning ascribed to such term in the
Distribution Agreement.

          (p) "Equifax Affiliate" means any member of the Equifax Affiliated
Group.

          (q) "Equifax Group" means, for each taxable period, (i) the Affiliated
Group of which Equifax or any successor of Equifax is the common parent; and
(ii) any entity in which any member of the Affiliated Group described in clause
(i) above owns some or all of the equity, provided, however, that the Equifax
Group shall not include any member of the Certegy Group.

          (r) "Equifax Issue" means any issue raised by any Tax Authority, which
issue results in (i) proposed Restructuring Taxes (whether or not it is alleged
that a member of the Equifax Group is at fault or is partially at fault), or
(ii) proposed Taxes for which Equifax could be liable pursuant to Section 2.1
hereof.

          (s) "Equifax Tainting Act" means (i) any breach by any member of the
Equifax Group of any written representation or covenant relating to the Equifax
Group made in any Ruling Document, or (ii) any action or actions of or involving
any member of the Equifax Group or any omission or omissions of any such Person
of an action or actions available to it (whether or not such action or omission
is permitted pursuant to this Agreement), after the Distribution Date, if such
breach, action or omission described in (i) or (ii) contributes to a Final
Determination imposing any Additional Restructuring Tax on any member of the
Equifax Group or the Certegy Group.

          (t) "Expenses" means out-of-pocket expenses and shall not include any
overhead or indirect costs.

          (u) "Final Determination" means the final resolution of liability for
any Tax for a taxable period (i) by IRS Form 870 or 870-AD (or any successor
forms thereto), on the date of acceptance by or on behalf of the IRS, or by a
comparable form under the laws of other jurisdictions, except that a Form 870 or
870-AD, successor form, or comparable form that reserves the right of the
taxpayer to file a claim for refund and/or the right of the Tax Authority to
assert a further deficiency shall not constitute a Final Determination; (ii) by
a decision, judgment, decree, or other order by a court of competent
jurisdiction which has become final and unappealable; (iii) by a closing
agreement or offer in compromise under section 7121 or 7122 of the Code or any
subsequently enacted corresponding provisions of the Code, or comparable


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agreements under the laws of other jurisdictions; (iv) by an allowance of a
refund or credit in respect of an overpayment of Tax, but only after the
expiration of all periods during which such refund may be recovered (including
by way of offset) by the Tax imposing jurisdiction; or (v) by any other final
disposition by reason of the expiration of the applicable statute of
limitations.

          (v) "Foreign Restructuring" means the transactions undertaken prior to
the Contribution to separate the Payment Services Business from the other

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