Separate CPS/CCL Liability Computation Sample Clauses

Separate CPS/CCL Liability Computation. For all tax periods beginning after December 31, 1995, for which CCL Returns have not been filed by CCL as of the Distribution Date and in respect of which CCL is required to prepare and file a CCL Return, CPS shall compute the Separate CPS/CCL Liability for the portion of such periods in which the CPS Companies respectively are subsidiaries of CCL. "Separate CPS/CCL Liability" in respect of any tax period means the state, local and foreign tax liability computed as of December 31, 1996, as if CPS had filed consolidated combined or unitary state, local and foreign tax returns with the CPS Companies in respect of such tax period. Except as may otherwise be required by the Spin-Off Tax Indemnification Agreements, computations in respect of the Separate CPS/CCL Liability shall be consistent with any prior CCL Returns, shall follow the tax elections, positions, adjustments and modifications adopted or prescribed by CCL and take into account adjustments and modifications similar to those set forth in Section 4.03; provided, however, that the Tax Director and/or General Counsel of each of CCL and CPS shall negotiate reasonable modifications or alternatives to such requirements in the event that CPS reasonably determines that such elections, positions, adjustments or modifications would have a materially detrimental effect on the tax obligations of CPS in respect of the current or any subsequent tax period.
Sample 1
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