Examples of CCO Group in a sentence
If a CCO Group Member realizes a Tax Benefit in any Taxable Period beginning after the date of the IPO, as a result of a deduction arising by reason of the exercise of any stock option to purchase shares of Parent stock or arising by reason of the payment of deferred or other compensation by Parent to the extent such payment is not reimbursed by CCO, CCO shall pay the amount of such Tax Benefit to Parent.
For purposes of determining the amount of a CCO Group Member’s Estimated Income Tax Payments and Separate Income Tax Liability, Parent shall be entitled to claim all deductions arising by reason of the exercise of any stock options to purchase shares of Parent stock, or arising by reason of the payment of deferred or other compensation by Parent to the extent such payment is not reimbursed by CCO.
CCO shall reimburse Parent for an allocable portion of its expenses incurred in conducting such Tax Controversies on behalf of any CCO Group Member, as such allocation is reasonably determined by Parent.
Any CCO Group Member intending to destroy any materials, records, or documents relating to Income Taxes shall provide Parent with 90 days advance notice and the opportunity to copy or take possession of such materials, records and documents.
Except as herein otherwise specifically provided, nothing in this Agreement expressed or implied is intended to confer any right or benefit upon any Person other than the parties hereto, their respective successors and permitted assigns, and any Subsidiary that subsequently becomes a Parent Group Member or a CCO Group Member.
CCO shall, and shall cause each other CCO Group Member to, assist and cooperate with Parent and take all actions requested by Parent in connection with (i) any Ruling Request submitted by Parent to the IRS to obtain the Letter Ruling and (ii) obtaining the Tax Opinion.
CCO, on behalf of itself and each other CCO Group Member, hereby consents to the preparation and filing of each such Income Tax Return and to the making of any elections and the taking of any action as set forth above.
For each Taxable Period beginning after the date of the IPO, CCO shall pay, or cause to be paid, to Parent the amount of any estimated Income Taxes owed by any CCO Group Member and paid by Parent on such CCO Group Member’s behalf, whether or not such estimated Income Tax is attributable to an Income Tax Return filed on a consolidated, combined or unitary basis with any Parent Group Member (“Estimated Income Tax Payments”).
Such assistance and cooperation shall include making any representation or covenant or providing any material or information requested by Parent, the IRS or tax counsel rendering the Tax Opinion; provided, no CCO Group Member shall be required to make any representation or covenant that is inconsistent with historical facts or as to future matters or event over which it has no control.
For any Taxable Period that begins prior to and ends after the date of the IPO (an “IPO Straddle Period”), the Estimated Income Tax Payments of such CCO Group Member shall be determined based on the Tax Items of such CCO Group Member that accrue after the date of the IPO (a “Post-Closing IPO Straddle Period”), calculated as if there were an interim closing of the books of such CCO Group Member as of the close of business on the date of the IPO.