Treatment of Deductions Associated with Equity-Related Compensation. (a) To the extent permitted by Law, solely GGP, New GGPI, or a GGP Entity, as the case may be, shall be entitled to claim any Tax deduction associated with the following items:
(i) The exercise of any Spinco stock options or stock appreciation rights by any GGP Employee (as defined below) and the vesting of Spinco restricted stock or the vesting or settlement of Spinco restricted stock units held by any GGP Employee and the payment of any dividends with respect to such Spinco restricted stock.
(ii) The exercise of any GGP or New GGPI stock options or stock appreciation rights by any GGP Employee and the vesting of GGP or New GGPI restricted stock or the vesting or settlement of GGP or New GGPI restricted stock units held by any GGP Employee (and payment of any dividends on such GGP restricted stock).
(b) To the extent permitted by Law, solely Spinco or a Spinco Entity, as the case may be, shall be entitled to claim any Tax deduction associated with the following items:
(i) The exercise of any GGP or New GGPI stock options or stock appreciation rights by any Spinco Employee (as defined below) and the vesting of GGP or New GGPI restricted stock or the vesting or settlement of GGP or New GGPI restricted stock units held by any Spinco Employee and the payment of any dividends on such restricted stock at any time on or after the first date any Spinco Entity employed such Spinco Employee.
(ii) The exercise of any Spinco stock options or stock appreciation rights by any Spinco Employee and the vesting of Spinco restricted stock or the vesting or settlement of Spinco restricted stock units held by any Spinco Employee and the payment of any dividends with respect to such Spinco restricted stock.
(c) The following terms shall have the following meanings:
Treatment of Deductions Associated with Equity-Related Compensation. The treatment of Tax deductions associated with equity-related compensation shall be governed by Section 5.3 of the Employee Matters Agreement.
Treatment of Deductions Associated with Equity-Related Compensation. Except as otherwise required by applicable Law or a Final Determination, solely Cousins shall be entitled to claim any Tax deduction associated with the vesting or settlement of any Cousins restricted stock or other equity-based compensation awards granted in connection with the performance of services (and the payment of any dividends or dividend equivalents with respect to restricted stock awards). Except as otherwise required by applicable Law or a Final Determination, with respect to any Tax deduction associated with the vesting or settlement of any Legacy Parkway restricted stock or other equity-based compensation awards granted in connection with the performance of services, (i) if the employee will continue as an employee of New Parkway or any Subsidiary of New Parkway, solely New Parkway shall be entitled to claim any Tax deduction associated with the vesting or settlement of any such restricted stock or other equity-based compensation awards, and (ii) otherwise, Cousin shall be entitled to claim any Tax deduction associated therewith.
Treatment of Deductions Associated with Equity-Related Compensation. To the extent permitted by applicable Law, any Income Tax deduction arising in respect of the exercise of an IP stock option by any Spinco Business Employee, the vesting of any IP stock issued to any Spinco Business Employee or any similar item of equity compensation (together, the “IP Incentive Stock”) shall be claimed by an IP Entity. IP shall be responsible for any withholding Taxes and employment Taxes attributable to the IP Incentive Stock, to the extent that such liability is a legal obligation of any IP Entity or any Spinco Entity. Without the consent of IP, no such deduction will be claimed by any Spinco Entity for any Post-Distribution Period (whether or not an IP Entity is entitled to such deduction). For the avoidance of doubt, (i) any Income Tax deduction arising in respect of the exercise of a Spinco stock option, vesting of Spinco stock or any similar item of equity-based compensation (together, the “Spinco Incentive Stock”) shall be claimed by a Spinco Entity, (ii) Spinco shall be solely responsible for any withholding Taxes and employment Taxes attributable to the Spinco Incentive Stock and (iii) no deduction for Spinco Incentive Stock will be claimed by any IP Entity for any Post-Distribution Period.
Treatment of Deductions Associated with Equity-Related Compensation. (a) To the extent permitted by Law, solely GGP or a GGP Entity, as the case may be, shall be entitled to claim any Tax deduction associated with the following items:
(i) The exercise of any Spinco stock options or stock appreciation rights by any GGP Employee (as defined below) and the vesting of Spinco restricted stock or the vesting or settlement of Spinco restricted stock units held by any GGP Employee and the payment of any dividends with respect to such Spinco restricted stock.
(ii) The exercise of any GGP stock options or stock appreciation rights by any GGP Employee or, within ninety (90) days after the Distribution, any Spinco Employee (as defined below) and the vesting of GGP restricted stock or the vesting or settlement of GGP restricted stock units held by any GGP Employee or, within ninety (90) days after the Distribution, any Spinco Employee and the payment of any dividends on such GGP restricted stock to a GGP Employee or, within ninety (90) days after the Distribution, a Spinco Employee.
(b) To the extent permitted by Law, solely Spinco or a Spinco Entity, as the case may be, shall be entitled to claim any Tax deduction associated with the following items:
(i) The exercise of any GGP stock options or stock appreciation rights by any Spinco Employee ninety (90) days or more after the Distribution and the vesting of GGP restricted stock or the vesting or settlement of GGP restricted stock units ninety (90) days or more after the Distribution held by any Spinco Employee and the payment of any dividends on such restricted stock ninety (90) days or more after the Distribution to a Spinco Employee.
(ii) The exercise of any Spinco stock options or stock appreciation rights by any Spinco Employee and the vesting of Spinco restricted stock or the vesting or settlement of Spinco restricted stock units held by any Spinco Employee and the payment of any dividends with respect to such Spinco restricted stock.
(c) The following terms shall have the following meanings:
Treatment of Deductions Associated with Equity-Related Compensation. (a) Solely the member of the Group for which the relevant individual is currently employed or, if such individual is not currently employed by a member of the Group, was most recently employed at the time of the vesting, exercise, disqualifying disposition, payment or other relevant taxable event, as appropriate, in respect of the equity awards and other incentive compensation described in Section 5.2 of the Employee Matters Agreement shall be entitled to claim any Tax deduction in respect of such equity awards and other incentive compensation on its respective Tax Return associated with such event.
(b) If, by reason of a subsequent Final Determination as to the treatment of any Tax deduction related to the equity awards and other incentive compensation referred to in Section 4.05(a) above, a Taxing Authority determines that (i) GLPI or a member of the GLPI Group is entitled to a deduction to which Penn or a member of the Penn Group is entitled pursuant to Section 4.05(a), then GLPI shall, and shall cause the GLPI Group to, pay the amount of any Tax benefits that result therefrom within ten (10) days of the date on which such Tax benefits are realized or (ii) Penn or a member of the Penn Group is entitled to a deduction to which GLPI or a member of the GLPI Group is entitled pursuant to Section 4.05(a), then Penn shall, and shall cause the Penn Group to, pay the amount of any Tax benefits that result therefrom within ten (10) days of the date on which such Tax benefits are realized.
Treatment of Deductions Associated with Equity-Related Compensation. (a) Unless otherwise prohibited by applicable Law, from and after the Distribution Date, (i) solely Starwood or any member of the Starwood Group, as the case may be, shall be entitled to claim any Tax deduction associated with (A) the exercise in any taxable period of any Starwood stock options, stock appreciation rights or any other equity award in respect of Starwood stock (“SW Equity Award”) by any Vistana Employee, (B) any cash payment made by Starwood to any Vistana Employee in respect of any SW Equity Award and (C) any other cash payments by Starwood (or for which Starwood or any member of the Starwood Group is economically responsible under the Transaction Documents) to a Vistana Employee, including any annual bonuses payable in 2016, and (ii) solely ILG or any member of the ILG Group, as the case may be, shall be entitled to claim any Tax deduction associated with (A) the exercise in any taxable period of any ILG stock option, stock appreciation rights or other equity award in respect of any ILG stock (“ILG Equity Award”) by any Vistana Employee into which a SW Equity Award is converted pursuant to the Employees Matters Agreement, (B) any cash payment made to any Vistana Employee after the Distribution Date in respect of any ILG Equity Award and (C) any other cash payments to a Vistana Employee for which ILG or any member of the ILG Group is economically responsible under the Transaction Documents.
Treatment of Deductions Associated with Equity-Related Compensation. (a) Unless otherwise prohibited by applicable Law, from and after the Closing Date, solely Xxxxxxx or any member of the Xxxxxxx Group, as the case may be, shall be entitled to claim any Tax deduction associated with the exercise in any taxable period of any Xxxxxxx stock options or stock appreciation rights by any Newco Employee.
Treatment of Deductions Associated with Equity-Related Compensation. Solely SPG shall be entitled to claim any Tax deduction associated with the vesting or settlement of any SPG restricted stock awards granted in connection with the performance of services (and the payment of any dividends or dividend equivalents with respect to restricted stock awards).
Treatment of Deductions Associated with Equity-Related Compensation. (a) Unless otherwise prohibited by applicable Law, from and after the Closing Date, (i) solely Grizzly or any member of the Grizzly Group, as the case may be, shall be entitled to claim any Tax deduction associated with the exercise in any taxable period of any Burgundy Option or Burgundy PSU Award held by a Current Spinco Employee that is converted into a Grizzly Option or Grizzly RSU Award, respectively, pursuant to Section 3.4 of the Merger Agreement, and (ii) solely Burgundy or any member of the Burgundy Group, as the case may be, shall be entitled to claim any Tax deduction associated with the exercise in any taxable period of any other Burgundy equity award.
