Examples of CPEX Group in a sentence
CPEX shall promptly notify Bentley in writing upon receipt by CPEX or any member of the CPEX Group of a written communication from any Governmental Authority with respect to any Tax Contest concerning any Taxes for which Bentley may be liable under this Agreement.
Notwithstanding anything else to the contrary contained in this Agreement or any other agreement, CPEX (on behalf of itself and all other members of the CPEX Group) hereby confirms and agrees that neither CPEX nor any member of the CPEX Group will take or permit to be taken any action at any time that could jeopardize the Contribution Tax Treatment, the Distribution Tax Treatment or both.
Bentley and the Bentley Subsidiaries (i) shall, at all times until paid to a member of the CPEX Group, hold Insurance Proceeds received for or with respect to Insured CPEX Liabilities in trust for the benefit of CPEX; and (ii) shall promptly remit such Insurance Proceeds to CPEX.
Subject to Bentley’s control right, upon request by CPEX, CPEX shall, at CPEX’s expense, be allowed to participate in the handling of any such Tax Contest with respect to any item that may affect the liability of CPEX or any member of the CPEX Group under this Agreement or that relates to the Contribution Tax Treatment, and Bentley shall not settle any such Tax Contest without the consent of CPEX, which consent shall not be unreasonably withheld, conditioned or delayed.
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Each member of the CPEX Group hereby irrevocably authorizes and designates Bentley as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Bentley Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Authority in respect of a Bentley Filed Tax Return.
Following the Distribution Date, Bentley and CPEX shall, or shall cause each of their respective Affiliates to, make available to each other those of their employees who may reasonably be needed in order to defend or prosecute any legal or administrative action (other than a legal action between or among any of the Parties) to which any employee, director or Benefit Plan of the Bentley Group or CPEX Group is a party and which relates to their respective Benefit Plans prior to the Distribution Date.