OPOS definition
Examples of OPOS in a sentence
To the extent permitted by Law or administrative practice, (i) the Tax year of OPOS that includes the Closing Date shall be treated as closing on the Closing Date and (ii) all transactions occurring on the Closing Date but after the Closing shall have occurred shall be reported on Buyer’s consolidated United States federal income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) and shall be similarly reported on other Tax Returns of Buyer or its Affiliates.
OPOS is not subject to regulation as a “public utility” within the meaning of the FPA.
Without the prior written consent of Seller, Buyer shall not, and shall not permit any of its Affiliates (including OPOS) to, carry back any Tax Item of OPOS into a consolidated, combined or unitary income Tax Return filed by Seller or any of its Affiliates for a taxable period (or portion thereof) ending on or before the Closing Date.
Subject to the OPNY Corporate Reorganization and the OPOS Corporate Reorganization, none of the Companies has subsidiaries or owns equity interests in any Person.
Astoria LP is a limited partnership duly formed and validly existing under the laws of the State of Delaware, and OPOS is a corporation duly organized and validly existing under the laws of the State of Delaware.
On the terms and subject to the conditions set forth in this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell or cause to be sold to Buyer, the following equity interests (the “Company Interests”): (i) 100% of the general and limited partnership interests in Astoria LP, and (ii) 100% of the capital stock of OPOS (Astoria LP and OPOS, collectively, the “Companies”).
Buyer and Seller shall cooperate fully, and shall cause their respective Affiliates, including OPOS and Astoria LP, to cooperate fully, as and to the extent reasonably requested by either Party, in connection with the filing of Tax Returns pursuant to this Section 6.10 and any audit, litigation or other proceeding (each a “Tax Proceeding”) with respect to such Tax Returns.
Buyer shall provide Seller an allocation of the Base Purchase Price (plus any assumed liabilities that are treated as consideration for federal income tax purposes) among the assets of Astoria LP and to the stock of OPOS, in accordance with applicable Treasury Regulations within 30 days after the Closing Date (the “Base Purchase Price Allocation”).
The capitalization and ownership of Astoria LP and OPOS are set forth on Schedule 3.04.
OPOS is owned by Orion Power Operating Services, Inc., a Delaware corporation (“OPOS Parent”).