Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 10 contracts
Sources: Tax Receivable Agreement (CompoSecure, Inc.), Tax Receivable Agreement (Dutch Bros Inc.), Tax Receivable Agreement (Dutch Bros Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA Party, the Member; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 10 contracts
Sources: Tax Receivable Agreement (Tradeweb Markets Inc.), Tax Receivable Agreement (Greenlane Holdings, Inc.), Tax Receivable Agreement (Tradeweb Markets Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when within thirty (30) calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following taxable yearpreceding sentence.
Appears in 10 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement, Agreement and Plan of Merger (Sierra Income Corp)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe ITR Entity, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 8 contracts
Sources: Tax Receivable Agreement (PF2 SpinCo, Inc.), Tax Receivable Agreement (PF2 SpinCo LLC), Tax Receivable Agreement (Change Healthcare Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA PartyAgent, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 8 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement, Tax Receivable Agreement (Spark Energy, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when Member within 30 calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following taxable yearpreceding sentence.
Appears in 7 contracts
Sources: Tax Receivable Agreement (UWM Holdings Corp), Tax Receivable Agreement (Rocket Companies, Inc.), Tax Receivable Agreement (Rocket Companies, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 7 contracts
Sources: Tax Receivable Agreement (Grayscale Investments, Inc.), Tax Receivable Agreement (Grayscale Investments, Inc.), Tax Receivable Agreement (Armada Acquisition Corp. II)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Equity Plan Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 7 contracts
Sources: Tax Receivable Agreement (PF2 SpinCo, Inc.), Tax Receivable Agreement (PF2 SpinCo LLC), Tax Receivable Agreement (Change Healthcare Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when relevant Member within thirty (30) calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following taxable yearpreceding sentence.
Appears in 6 contracts
Sources: Tax Receivable Agreement (Jones Mark Evan), Tax Receivable Agreement (Colby Michael C.), Reorganization Agreement (Goosehead Insurance, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Applicable Principal, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 6 contracts
Sources: Tax Receivable Agreement (Fifth Street Asset Management Inc.), Tax Receivable Agreement (Fifth Street Asset Management Inc.), Tax Receivable Agreement (RCS Capital Corp)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Applicable Partner, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 5 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement (Och-Ziff Capital Management Group LLC), Tax Receivable Agreement (Och-Ziff Capital Management Group LLC)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation, at its own expense: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA Party, the Members; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 5 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement (Amneal Pharmaceuticals, Inc.), Tax Receivable Agreement (Amneal Pharmaceuticals, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Applicable Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 5 contracts
Sources: Tax Receivable Agreement (Manning & Napier, Inc.), Tax Receivable Agreement (Manning & Napier, Inc.), Tax Receivable Agreement (Pzena Investment Management, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer a Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided made available to a TRA Partythe Principals, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 4 contracts
Sources: Tax Receivable Agreement (Ares Management Lp), Tax Receivable Agreement (Ares Management Lp), Tax Receivable Agreement (Oaktree Capital Group, LLC)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Company and Echo (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s Tax Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer Echo and the Company shall provide an Amended Schedule to each applicable TRA Party when within ninety (90) calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following taxable yearpreceding sentence.
Appears in 4 contracts
Sources: Tax Receivable Agreement (PF2 SpinCo, Inc.), Tax Receivable Agreement (PF2 SpinCo LLC), Tax Receivable Agreement (Change Healthcare Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when within thirty (30) calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following taxable yearpreceding sentence.
Appears in 4 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement (Repay Holdings Corp), Tax Receivable Agreement (Thunder Bridge Acquisition LTD)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer APAM (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA PartyH&F ▇▇▇▇▇▇, (iii) to comply with (A) the Expert’s determination under the Reconciliation Procedures or (B) an Expert’s determination under the Reconciliation Proceduresreconciliation procedures applicable to the Tax Receivable Agreement (Exchanges), (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, or (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 4 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement (Artisan Partners Asset Management Inc.), Tax Receivable Agreement (Artisan Partners Asset Management Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer APO Corp. (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Holder, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax APO Corp.’s Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 4 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement, Tax Receivable Agreement (Apollo Global Management LLC)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer APAM (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe LP Unit Holder, (iii) to comply with (A) the Expert’s determination under the Reconciliation Procedures or (B) an Expert’s determination under the Reconciliation Proceduresreconciliation procedures applicable to the Tax Receivable Agreement (Merger), (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 4 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement (Artisan Partners Asset Management Inc.), Tax Receivable Agreement (Artisan Partners Asset Management Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 4 contracts
Sources: Tax Receivable Agreement (Finance of America Companies Inc.), Tax Receivable Agreement (Finance of America Companies Inc.), Transaction Agreement (Replay Acquisition Corp.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when relevant Member within thirty (30) calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following taxable yearpreceding sentence.
Appears in 4 contracts
Sources: Tax Receivable Agreement (BRP Group, Inc.), Reorganization Agreement (BRP Group, Inc.), Tax Receivable Agreement (BRP Group, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Parent (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided made available to a TRA Partythe Principals, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 4 contracts
Sources: Tax Receivable Agreement (Ares Management Corp), Tax Receivable Agreement (Ares Management Corp), Tax Receivable Agreement (Ares Management Corp)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a the TRA PartyParty Representative, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable the TRA Party Representative when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 3 contracts
Sources: Tax Receivable Agreement (TPG Inc.), Tax Receivable Agreement (TPG Inc.), Tax Receivable Agreement (TPG Partners, LLC)
Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer INC (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Applicable Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Redemption Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 3 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement (RMR Group Inc.), Tax Receivable Agreement (Reit Management & Research Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Partner, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Scheduleschedule, an “Amended Schedule”). The Corporate Taxpayer ; provided, however, that such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall provide not be taken into account on an Amended amended Schedule unless and until there has been a Determination with respect to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable yearsuch change.
Appears in 3 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement (Evercore Partners Inc.), Tax Receivable Agreement (Evercore Partners Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer PubCo (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer PubCo shall provide an Amended Schedule to each applicable TRA Party and the TRA Party Representative when the Corporate Taxpayer PubCo delivers the Basis Schedule for the following taxable year.
Appears in 3 contracts
Sources: Tax Receivable Agreement (Flowco Holdings Inc.), Tax Receivable Agreement (Flowco Holdings Inc.), Tax Receivable Agreement (Flowco Holdings Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer UCP, Inc. (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule that was provided to a TRA Partynot previously taken into account, (iii) to comply with an the Expert’s 's determination under the Reconciliation Procedures, (iv) to reflect a material change (relative to the amounts in the original Tax Benefit Schedule) in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a material change (relative to the amounts in the original Tax Benefit Schedule) in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 3 contracts
Sources: Tax Receivable Agreement (UCP, Inc.), Tax Receivable Agreement (UCP, Inc.), Tax Receivable Agreement (UCP, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by each of the Corporate Taxpayer Holdcos (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Limited Partner, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 3 contracts
Sources: Tax Receivable Agreement (KKR & Co. L.P.), Tax Receivable Agreement (KKR & Co. L.P.), Tax Receivable Agreement (KKR & Co. L.P.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a the TRA Party, Payment Recipient; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 3 contracts
Sources: Tax Receivable Agreement (EVO Payments, Inc.), Tax Receivable Agreement (EVO Payments, Inc.), Tax Receivable Agreement (EVO Payments, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA PartyACON and the Management Representative, as applicable; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 3 contracts
Sources: Tax Receivable Agreement, Tax Receivable Agreement (Funko, Inc.), Tax Receivable Agreement (Funko, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer HoldCo: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a the applicable TRA Party, Limited Partner; (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer HoldCo shall provide an Amended Schedule to each applicable relevant TRA Party when Limited Partner within thirty (30) calendar day of the Corporate Taxpayer delivers occurrence of an event referenced in clause (i) through (vi) of the Basis Schedule for the following taxable yearpreceding sentence.
Appears in 3 contracts
Sources: Tax Receivables Agreement (Galaxy Digital Inc.), Tax Receivables Agreement (Galaxy Digital Holdings Ltd.), Tax Receivables Agreement (Galaxy Digital Holdings Ltd.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when Member and the Corporate Taxpayer delivers Member Representative within 30 calendar days of the Basis Schedule for occurrence of an event referenced in clauses (i) through (vi) of the following taxable yearpreceding sentence.
Appears in 3 contracts
Sources: Tax Receivable Agreement (Clear Secure, Inc.), Tax Receivable Agreement (Clear Secure, Inc.), Tax Receivable Agreement (Clear Secure, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a the TRA Party, Holder Representative; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (System1, Inc.), Business Combination Agreement (Trebia Acquisition Corp.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Company (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Applicable Limited Partner, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward carry forward of a loss or other Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Silvercrest Asset Management Group Inc.), Tax Receivable Agreement (Silvercrest Asset Management Group Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (ia) in connection with a Determination affecting such Schedule, ; (iib) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a the TRA Party, Holder Representative; (iiic) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (ivd) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, ; (ve) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vif) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Flyexclusive Inc.), Equity Purchase Agreement (EG Acquisition Corp.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA Party, the Members; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item item, to the extent available under applicable law, to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Bioventus Inc.), Tax Receivable Agreement (Bioventus Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Parent (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback carry-back or carryforward carry-forward of a loss or other Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Parent’s Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (57th Street General Acquisition Corp), Tax Receivable Agreement (57th Street General Acquisition Corp)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Exchanging Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Duff & Phelps Corp), Tax Receivable Agreement (Duff & Phelps Corp)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA Party, the Members; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (BJ Services, Inc.), Tax Receivable Agreement (Bioventus Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s Basis and Attribute Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when within thirty (30) calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following taxable yearpreceding sentence.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Indie Semiconductor, Inc.), Tax Receivable Agreement (Thunder Bridge Acquisition II, LTD)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer National Beef (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Non-Corporate Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust the Original Basis Schedule or an applicable TRA Party’s Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (National Beef, Inc.), Tax Receivable Agreement (National Beef, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Limited Partner, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (PJT Partners Inc.), Tax Receivable Agreement (PJT Partners Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a the applicable TRA Party, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s Basis the Attribute Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable relevant TRA Party when within thirty (30) calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following taxable yearpreceding sentence.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Xponential Fitness, Inc.), Tax Receivable Agreement (Xponential Fitness, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Holdings (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a any Taxable Year after the date the Schedule was provided to a TRA Partythe Non-Holdings Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer For the avoidance of doubt, no Non-Holdings Member shall provide an Amended Schedule have any obligation to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule make any payment to Holdings, or to reimburse Holdings for the following taxable yearamounts previously paid pursuant to this Agreement.
Appears in 2 contracts
Sources: Tax Receivable Agreement (ZAIS Group Holdings, Inc.), Investment Agreement (Hf2 Financial Management Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer PubCo: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a the TRA Party, Holder Representatives; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s Basis Attribute Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer PubCo shall provide an Amended Schedule to each applicable TRA Party Holder Representative when the Corporate Taxpayer PubCo delivers the Basis Attribute Schedule for the following taxable yearTaxable Year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Definitive Healthcare Corp.), Tax Receivable Agreement (Definitive Healthcare Corp.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA Party, the LLC or the Exchanging Members; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (I3 Verticals, Inc.), Tax Receivable Agreement (I3 Verticals, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a the TRA Party, Holder Representative; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, as so amended, an “Amended Schedule”). The Corporate Taxpayer shall provide an Corporation will promptly deliver any Amended Schedule to each applicable TRA Party when Holder Representative and the Corporate Taxpayer delivers the Basis Schedule for the following taxable yearprovisions set forth in Section 2.4(a) will apply with respect thereto.
Appears in 2 contracts
Sources: Tax Receivable Agreement (QualTek Services Inc.), Tax Receivable Agreement (Roth CH Acquisition III Co)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when and to the Corporate Taxpayer delivers TRA Party Representative within ninety (90) calendar days of the Basis Schedule for occurrence of an event referenced in clauses (i) through (vi) of the following taxable yearpreceding sentence.
Appears in 2 contracts
Sources: Tax Receivable Agreement (European Wax Center, Inc.), Tax Receivable Agreement (European Wax Center, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA Party, the Representative; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer Corporation shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers Representative within 60 calendar days of the Basis Schedule for occurrence of an event referenced in clauses (i) through (vi) of the following taxable yearpreceding sentence.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Pluralsight, Inc.), Tax Receivable Agreement (Pluralsight, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA PartyWayzata and the Management Representative, as applicable; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Neff Corp), Tax Receivable Agreement (Neff Corp)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Limited Partner, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Blackstone Group Inc), Tax Receivable Agreement (Blackstone Group L.P.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Parent (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA PartyPDC, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback carry-back or carryforward carry-forward of a loss or other Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Parent’s Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Cross Purchase Agreement (Hicks Acquisition CO II, Inc.), Cross Purchase Agreement (Paperweight Development Corp)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a the TRA Party, Holder Representative; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Sky Harbour Group Corp), Tax Receivable Agreement (AST SpaceMobile, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer VBC: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA Party, the Member; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (VictoryBase Corp), Tax Receivable Agreement (VictoryBase Corp)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer PC Corp: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA Party, the Member; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Cresco Labs Inc.), Tax Receivable Agreement
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer U.S. Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA Party, the Member; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Acreage Holdings, Inc.), Tax Receivable Agreement
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a the TRA PartyParty Representative, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s Basis the Attribute Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable the TRA Party when Representative within thirty (30) calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following taxable yearpreceding sentence.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Signify Health, Inc.), Tax Receivable Agreement (Signify Health, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Applicable Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Genesis Healthcare, Inc.), Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Tax Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when Member within 30 calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following taxable yearpreceding sentence.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Wayne Farms, Inc.), Tax Receivable Agreement (Wayne Farms, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA PartySearchlight and Rook, as applicable; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Shift4 Payments, Inc.), Tax Receivable Agreement (Shift4 Payments, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable yearTaxable Year.
Appears in 1 contract
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or ((vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when relevant Member within thirty (30) calendar days of the Corporate Taxpayer delivers occurrence of an event referenced in clauses (i) through (vi) of the Basis Schedule for the following taxable yearpreceding sentence.
Appears in 1 contract
Sources: Tax Receivable Agreement (Arog Pharmaceuticals, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA Party, the Beneficiary; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 1 contract
Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Parent (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a any Taxable Year after the date the Schedule was provided to a TRA Partythe Applicable Class B Unitholder(s), (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s Exchange Basis Schedule to take into account payments made pursuant to this Agreement TRA (any such Schedule, Schedule an “Amended Schedule”). The Corporate Taxpayer For the avoidance of doubt, no Applicable Class B Unitholder shall provide an Amended Schedule have any obligation to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule make any payment to Parent, or to reimburse Parent, for the following taxable yearamounts previously paid pursuant to this TRA.
Appears in 1 contract
Amended Schedule. The applicable Any Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Corporation in good faith (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a the applicable TRA PartyHolder, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement Agreement; provided, however, that such a change under clause (any i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an amended Schedule unless and until there has been a Determination with respect to such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable yearchange.
Appears in 1 contract
Sources: Income Tax Receivable Agreement (Liberty Tax, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer PC Corp: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a TRA Party, the Member; (iii) to comply with an Expert’s 's determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 1 contract
Sources: Tax Receivable Agreement (MedMen Enterprises, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer PubCo (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s 's determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable TRA Party’s 's Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “"Amended Schedule”"). The Corporate Taxpayer PubCo shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer PubCo delivers the Basis Schedule for the following taxable year.
Appears in 1 contract
Sources: Tax Receivables Agreement (Preston Hollow Community Capital, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a the TRA PartyParty Representative, as applicable; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 1 contract
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Purchaser (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Sellers, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Scheduleschedule, an “Amended Schedule”). The Corporate Taxpayer ; provided, however, that such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall provide not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable yearsuch change.
Appears in 1 contract
Sources: Tax Receivable Agreement (Alvarium Tiedemann Holdings, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to a the TRA Party, Holder Representative; (iii) to comply with an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, ; (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year; or (vi) to adjust an applicable TRA Party’s a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer ; provided for the avoidance of doubt, however, that such a change under clause (i) shall provide not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable yearsuch change.
Appears in 1 contract
Sources: Tax Receivable Agreement (Astrea Acquisition Corp.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Purchaser (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe Sellers Advisory Firm, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Scheduleschedule, an “Amended Schedule”). The Corporate Taxpayer ; provided, however, that such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall provide not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable yearsuch change.
Appears in 1 contract
Sources: Business Combination Agreement (Cartesian Growth Corp)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by each of the Corporate Taxpayer Taxpayers (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Partythe applicable Limited Partner, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 1 contract
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or (vi) to adjust an applicable the TRA PartyHolder’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when and to the Corporate Taxpayer delivers TRA Party Representative within ninety (90) calendar days of the Basis Schedule for occurrence of an event referenced in clauses (i) through (vi) of the following taxable yearpreceding sentence.
Appears in 1 contract
Sources: Tax Receivable Agreement (Redbox Entertainment Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Purchaser (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to a TRA PartySeller, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Scheduleschedule, an “Amended Schedule”). The Corporate Taxpayer ; provided, however, that such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall provide not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable yearsuch change.
Appears in 1 contract
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer a Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided made available to a TRA Partythe Senior Executives’ Representative, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit, Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other Tax tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year Year, or (vi) to adjust an applicable TRA Party’s the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 1 contract
Sources: Tax Receivable Agreement (Oaktree Capital Group, LLC)