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Preview Full Doc	2005	Tax Separation Agreement Tax Separation Agreement (58K) Doc #1672924: Click preview link for longer preview. TAX SEPARATION AGREEMENT between ALLOY, INC. and dELiAS, INC. Dated as of December 19, 2005 TAX SEPARATION AGREEMENT* TAX SEPARATION AGREEMENT, dated as of December 19, 2005, by and between Alloy, Inc., a Delaware corporation (ï¿½Alloyï¿½), and dELiAs, Inc., a Delaware corporation and wholly-owned subsidiary of Alloy. W I T N E S S E T H* . . . 1672924	Alloy Alloy, Inc. ( Catalog & Mail Order ) As referenced in this Tax Separation Agreement: ALLOY, INC – Separation Agreement, dated as of December 19, 2005 EX-10.1 2 dex101.htm TAX SEPARATION AGREEMENT, DATED AS OF DECEMBER 19, 2005 Exhibit 10.1 TAX SEPARATION AGREEMENT between ALLOY, INC . and dELiAS, INC. Dated as of December 19, 2005 TAX SEPARATION AGREEMENT TAX SEPARATION AGREEMENT, dated as of December 19, 2005, by and between Alloy, Inc., a Delaware _____________ Alloy, Inc –* SEPARATION AGREEMENT between ALLOY, INC. and dELiAS, INC. Dated as of December 19, 2005 TAX SEPARATION AGREEMENT TAX SEPARATION AGREEMENT, dated as of December 19, 2005, by and between Alloy, Inc ., a Delaware corporation (Alloy), and dELiAs, Inc., a Delaware corporation and wholly-owned subsidiary of Alloy. W I T N E S S E T H WHEREAS, dELiA* _____________ Alloy, Inc – by telecopy or on the date of receipt indicated on the return receipt if mailed (registered or certified, return receipt requested, properly addressed and postage prepaid): If to Alloy, to: Alloy, Inc . 151 West 26th Street New York, NY 10001 Attention: General Counsel Fax: 212-244-4311 If to dELiAs, to: dELiAs, Inc. 435 Hudson Street New York, NY _____________ ALLOY, INC – the parties has caused this Tax Separation Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first written above. ALLOY, INC . By: /s/ James K. Johnson, Jr. Name: James K. Johnson, Jr. Title: Chief Operating Officer and Chief Financial Officer dELiAs, INC. By: /s/ Robert E. Bernard Name: Robert _____________ dt 1411595 ; ARE Acquisitions ARE Acquisitions, LLC As referenced in this Tax Separation Agreement: are acquisitions –* the acquisition, if any, by MLF Investments, LLC of dELiA*s Common Stock pursuant to the exercise of warrants issued to MLF Investments, LLC in connection with the Backstop Agreement are acquisitions of stock that are part of a plan or series of related transactions that includes the Distribution. 6.3 Cooperation and Other Covenants. (a) Notice of Subsequent Information. Each of _____________ dt 1324448 ;	Delias Delias, Inc. ; Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Tax Separation Agreement: Weil, Gotshal – to the dELiAs Group. Contributed Subsidiaries shall mean each of dELiAs Corp., Old Glory Boutique Distributing, Inc., and GFLA, Inc., and each of their respective subsidiaries. Counsel means Weil, Gotshal & Manges LLP. dELiAs Group shall mean, individually and collectively, as the case may be, dELiAs and its present and future direct and indirect subsidiaries. Disqualifying Action _____________ Weil, Gotshal – has examined (A) the Closing Agreement, (B) the Opinion, (C) each submission to the IRS in connection with the Closing Agreement Request, (D) the representation letter from Alloy addressed to Weil, Gotshal & Manges LLP supporting the Opinion, (E) the representation letter from dELiA*s addressed to James K. Johnson, Jr., Chief Financial Officer of Alloy, supporting certain of the representations _____________ dt 1366964
Preview Full Doc	2005	Tax Separation Agreement Tax Separation Agreement (58K) Doc #1672963: Click preview link for longer preview. TAX SEPARATION AGREEMENT between ALLOY, INC. and dELiAS, INC. Dated as of December , 2005 TAX SEPARATION AGREEMENT* TAX SEPARATION AGREEMENT, dated as of December , 2005, by and between Alloy, Inc., a Delaware corporation (ï¿½Alloyï¿½), and dELiAs, Inc., a Delaware corporation and wholly-owned subsidiary of Alloy. W I T . . .* 1672963	Alloy Alloy, Inc. ( Catalog & Mail Order ) As referenced in this Tax Separation Agreement: ALLOY, INC – Form of Tax Separation Agreement EX-10.15 5 dex1015.htm FORM OF TAX SEPARATION AGREEMENT Exhibit 10.15 TAX SEPARATION AGREEMENT between ALLOY, INC . and dELiAS, INC. Dated as of December , 2005 TAX SEPARATION AGREEMENT TAX SEPARATION AGREEMENT, dated as of December , 2005, by and between Alloy, Inc., a Delaware corporation (Alloy), _____________ Alloy, Inc –* 15 TAX SEPARATION AGREEMENT between ALLOY, INC. and dELiAS, INC. Dated as of December , 2005 TAX SEPARATION AGREEMENT TAX SEPARATION AGREEMENT, dated as of December , 2005, by and between Alloy, Inc ., a Delaware corporation (Alloy), and dELiAs, Inc., a Delaware corporation and wholly-owned subsidiary of Alloy. W I T N E S S E T H WHEREAS, dELiA* _____________ Alloy, Inc – by telecopy or on the date of receipt indicated on the return receipt if mailed (registered or certified, return receipt requested, properly addressed and postage prepaid): If to Alloy, to: Alloy, Inc . 151 West 26th Street New York, NY 10001 Attention: General Counsel Fax: 212-244-4311 If to dELiAs, to: dELiAs, Inc. 435 Hudson Street New York, NY _____________ ALLOY, INC – the parties has caused this Tax Separation Agreement to be executed on its behalf by its officers thereunto duly authorized, all as of the day and year first written above. ALLOY, INC . By: Name: Title: dELiAs, INC. By: Name: Title: 20 _____________ dt 1411602 ; ARE Acquisitions ARE Acquisitions, LLC As referenced in this Tax Separation Agreement: are acquisitions –* the acquisition, if any, by MLF Investments, LLC of dELiA*s Common Stock pursuant to the exercise of warrants issued to MLF Investments, LLC in connection with the Backstop Agreement are acquisitions of stock that are part of a plan or series of related transactions that includes the Distribution. 6.3 Cooperation and Other Covenants. (a) Notice of Subsequent Information. Each of _____________ dt 1324449 ;	Delias Delias, Inc. ; Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Tax Separation Agreement: Weil, Gotshal – to the dELiAs Group. Contributed Subsidiaries shall mean each of dELiAs Corp., Old Glory Boutique Distributing, Inc., and GFLA, Inc., and each of their respective subsidiaries. Counsel means Weil, Gotshal & Manges LLP. dELiAs Group shall mean, individually and collectively, as the case may be, dELiAs and its present and future direct and indirect subsidiaries. Disqualifying Action _____________ Weil, Gotshal – has examined (A) the Closing Agreement, (B) the Opinion, (C) each submission to the IRS in connection with the Closing Agreement Request, (D) the representation letter from Alloy addressed to Weil, Gotshal & Manges LLP supporting the Opinion, (E) the representation letter from dELiA*s addressed to James K. Johnson, Jr., Chief Financial Officer of Alloy, supporting certain of the representations _____________ dt 1366967
Preview Full Doc	2005	Tax Separation Agreement Tax Separation Agreement (99K) Doc #1686695: Click preview link for longer preview. TAX SEPARATION AGREEMENT by and among RETAIL VENTURES, INC. AND ITS AFFILIATES and DSW INC. AND ITS AFFILIATES Dated July 5, 2005 <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> . . . 1686695	Retail Ventures Retail Ventures Inc ;	Retail Ventures, Inc. Retail Ventures, Inc. ( Department & Discount ) As referenced in this Tax Separation Agreement: RETAIL VENTURES, INC – lt;SEQUENCE>7 <FILENAME>l14818aexv10w3.txt <DESCRIPTION>EXHIBIT 10.3 <TEXT> <PAGE> Exhibit 10.3 TAX SEPARATION AGREEMENT by and among RETAIL VENTURES, INC . AND ITS AFFILIATES and DSW INC. AND ITS AFFILIATES Dated July 5, 2005 <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> Page ---- <S> & _____________ Retail Ventures, Inc – 27 10.20. Interpretations. 27 </TABLE> ii <PAGE> TAX SEPARATION AGREEMENT THIS TAX SEPARATION AGREEMENT (this "Agreement") dated as of July 5, 2005, by and among Retail Ventures, Inc ., an Ohio corporation ("RVI"), each RVI Affiliate (as defined below), DSW Inc., an Ohio corporation and currently an indirect, wholly-owned subsidiary of RVI ("DSW"), and each DSW Affiliate ( _____________ Retail Ventures, Inc – to RVI or any RVI Affiliate, to the Vice President of Corporate Tax of RVI, with a copy to the General Counsel of RVI and the Controller of RVI, at: Retail Ventures, Inc . 3241 Westerville Road Columbus, OH 43224 If to DSW or any DSW Affiliate, to the Chief Financial Officer of DSW, with a copy to the General Counsel of DSW _____________ RETAIL VENTURES, INC – lt;PAGE> IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by a duly authorized officer as of the date first above written. RETAIL VENTURES, INC . on behalf of itself and each of the RVI Affiliates By: /s/ James A. McGrady ---------------------------------------------- Name: James A. McGrady Title: Executive Vice President, Chief Financial Officer, Treasurer and Secretary _____________ RETAIL VENTURES, INC – rights and obligations of a party to the Agreement. IN WITNESS WHEREOF, the parties have executed this agreement on the dates accompanying their respective signatures, but effective as of ___. RETAIL VENTURES, INC . By: ________________________________ Title: ________________________________ Dated: ________________________________ DSW INC. By: ________________________________ Title: ________________________________ Dated: ________________________________ [NAME] By: ________________________________ Title: ________________________________ Dated: ________________________________ </TEXT> </DOCUMENT> _____________ dt 1394158