Tax Deductions. With respect to the Equity Compensation held by individuals who are CVC Employees or CVC Directors at the time the Equity Compensation becomes taxable and individuals who are Former CVC Employees at such time, CVC shall claim any federal, state and/or local tax deductions after the Distribution Date, and MSG shall not claim such deductions. With respect to the Equity Compensation held by individuals who are employees of the MSG Group at the time the Equity Compensation becomes taxable and individuals who are Former MSG Employees at such time, MSG shall claim any federal, state and/or local tax deductions after the Distribution Date, and CVC shall not claim such deductions. If either CVC or MSG determines in its reasonable judgment that there is a substantial likelihood that a tax deduction that was assigned to CVC or MSG pursuant to this Section 7.3 will instead be available only to the other party (whether as a result of a determination by the IRS, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other party and both parties will negotiate in good faith to resolve the issue in accordance with the following principle: the party entitled to the deduction shall pay to the other party an amount that places the other party in a financial position equivalent to the financial position the party would have been in had the party received the deduction as intended under this Section 7.3. Such amount shall be paid within 90 days of filing the last tax return necessary to make the determination described in the preceding sentence.
Appears in 3 contracts
Samples: Employee Matters Agreement (Cablevision Systems Corp /Ny), Employee Matters Agreement (Madison Square Garden, Inc.), Employee Matters Agreement (Madison Square Garden, Inc.)
Tax Deductions. With respect to the Equity Compensation held by individuals who are CVC MSGS Employees or CVC MSGS Directors at the time the Equity Compensation becomes taxable and individuals who are Former CVC MSGS Employees at such time, CVC MSGS shall claim any federal, state and/or local tax deductions after the Distribution Date, and MSG Spinco shall not claim such deductions. With respect to the Equity Compensation held by individuals who are employees of the MSG Spinco Group at the time the Equity Compensation becomes taxable and individuals who are Former MSG Spinco Employees at such time, MSG Spinco shall claim any federal, state and/or local tax deductions after the Distribution Date, and CVC MSGS shall not claim such deductions. If either CVC MSGS or MSG Spinco determines in its reasonable judgment that there is a substantial likelihood that a tax deduction that was assigned to CVC MSGS or MSG Spinco pursuant to this Section 7.3 7.2 will instead be available only to the other party (whether as a result of a determination by the IRS, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other party and both parties Parties will negotiate in good faith to resolve the issue in accordance with the following principle: the party entitled to the deduction shall pay to the other party an amount that places the other party in a financial position equivalent to the financial position the party would have been in had the party received the deduction as intended under this Section 7.37.2. Such amount shall be paid within 90 days of filing the last tax return necessary to make the determination described in the preceding sentence.
Appears in 3 contracts
Samples: Employee Matters Agreement (MSG Entertainment Spinco, Inc.), Employee Matters Agreement (Madison Square Garden Co), Employee Matters Agreement (MSG Entertainment Spinco, Inc.)
Tax Deductions. With respect to the Equity Compensation held by individuals who are CVC Employees or CVC Directors at the time the Equity Compensation becomes taxable and individuals who are Former CVC Employees at such time, CVC shall claim any federal, state and/or local tax deductions after the Distribution Date, and MSG AMC shall not claim such deductions. With respect to the Equity Compensation held by individuals who are employees of the MSG AMC Group at the time the Equity Compensation becomes taxable and individuals who are Former MSG AMC Employees at such time, MSG AMC shall claim any federal, state and/or local tax deductions after the Distribution Date, and CVC shall not claim such deductions. If either CVC or MSG AMC determines in its reasonable judgment that there is a substantial likelihood that a tax deduction that was assigned to CVC or MSG AMC pursuant to this Section 7.3 will instead be available only to the other party (whether as a result of a determination by the IRS, a change in the Code or the regulations or guidance thereunder, or otherwise), it will notify the other party and both parties will negotiate in good faith to resolve the issue in accordance with the following principle: the . The party entitled to the deduction shall pay to the other party an amount that places the other party in a financial position equivalent to the financial position the party would have been in had the party received the deduction as intended under this Section 7.3. Such amount shall be paid within 90 days of filing the last tax return necessary to make the determination described in the preceding sentence.
Appears in 2 contracts
Samples: Employee Matters Agreement (Cablevision Systems Corp /Ny), Employee Matters Agreement (AMC Networks Inc.)
