Common use of Tax Deductions Clause in Contracts

Tax Deductions. With respect to the Equity Compensation held by individuals who are Spinco Employees at the time the Equity Compensation becomes taxable and individuals who are Former Spinco Employees at such time, Spinco shall claim any federal, state and/or local tax deductions and AMC shall not claim such deductions. With respect to the Equity Compensation held by individuals who are AMC Employees at the time the Equity Compensation becomes taxable and individuals who are Former AMC Employees at such time, AMC shall claim any federal, state and/or local tax deductions and Spinco shall not claim such deductions. If any Party determines in its reasonable judgment that there is a substantial likelihood that a tax deduction that was assigned to Spinco or AMC pursuant to this Section 2.1(c) 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 2.1. Such amount shall be paid within 90 days of filing the last tax return necessary to make the determination described in the preceding sentence.

Tax Deductions. With respect to the Equity Compensation held by individuals who are Spinco Employees at the time the Equity Compensation becomes taxable and individuals who are Former Spinco Employees at such time, Spinco shall claim any federal, state and/or local tax deductions and AMC CVC shall not claim such deductions. With respect to the Equity Compensation held by individuals who are AMC CVC Employees at the time the Equity Compensation becomes taxable and individuals who are Former AMC CVC Employees at such time, AMC CVC shall claim any federal, state and/or local tax deductions and Spinco shall not claim such deductions. If any Party determines in its reasonable judgment that there is a substantial likelihood that a tax deduction that was assigned to Spinco or AMC CVC pursuant to this Section 2.1(c) 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 2.1. Such amount shall be paid within 90 days of filing the last tax return necessary to make the determination described in the preceding sentence.

Tax Deductions. With respect to the Equity Compensation held by individuals who are Spinco MSG Employees at the time the Equity Compensation becomes taxable and individuals who are Former Spinco MSG Employees at such time, Spinco MSG shall claim any federal, state and/or local tax deductions and AMC shall not claim such deductions. With respect to the Equity Compensation held by individuals who are employees of the AMC Employees Group at the time the Equity Compensation becomes taxable and individuals who are Former AMC Employees at such time, AMC shall claim any federal, state and/or local tax deductions deductions, and Spinco MSG shall not claim such deductions. If any Party either MSG or AMC determines in its reasonable judgment that there is a substantial likelihood that a tax deduction that was assigned to Spinco MSG or AMC pursuant to this Section 2.1(c2.2(d) 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 2.12.2. Such amount shall be paid within 90 days of filing the last tax return necessary to make the determination described in the preceding sentence.