Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation: (i) in connection with a Determination affecting such Schedule; (ii) to correct 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 the TRA Holder; (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; or (vi) to adjust a Basis Schedule to take into account any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the TRA Holder within thirty (30) calendar days of the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to the procedures set forth in Section 2.4(a).
Appears in 3 contracts
Sources: Tax Receivable Agreement (Bitcoin Depot Inc.), Tax Receivable Agreement (GSR II Meteora Acquisition Corp.), Tax Receivable Agreement (GSR II Meteora Acquisition Corp.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation: 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 the TRA Holder; Exchanging Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures applicable to this Agreement; Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; , or (vi) to adjust a the Exchange Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the TRA Holder Exchanging Member within thirty (30) 30 calendar days of the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to the approval procedures set forth similar to those described in Section 2.4(a).
Appears in 3 contracts
Sources: Tax Receivable Agreement (Truett-Hurst, Inc.), Tax Receivable Agreement (Truett-Hurst, Inc.), Tax Receivable Agreement (Truett-Hurst, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation: 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 originally provided to the TRA Holder; Party Representative, (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; 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 a an applicable TRA Party’s Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation Corporate Taxpayer shall provide any (a) an Amended Schedule to the TRA Holder within thirty Party Representative and (30b) calendar days the portion of the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject that relates to the procedures set forth Onex Parties to the Onex Representative, in Section 2.4(a)each case, when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 3 contracts
Sources: Tax Receivable Agreement (Ryan Specialty Holdings, Inc.), Tax Receivable Agreement (Ryan Specialty Group Holdings, Inc.), Tax Receivable Agreement (Ryan Specialty Group Holdings, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation: 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 the TRA Holder; Exchanging Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures applicable to this Agreement; Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; , or (vi) to adjust a the Exchange Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the TRA Holder Exchanging Member. within thirty (30) 30 calendar days of the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to the approval procedures set forth similar to those described in Section 2.4(a2.04(a).
Appears in 3 contracts
Sources: Tax Receivable Agreement (DynaVox Inc.), Tax Receivable Agreement (DynaVox Inc.), Tax Receivable Agreement (DynaVox Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation: Corporate Taxpayer (i) in connection with a Determination affecting such Schedule; , (ii) to correct 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 the a TRA Holder; Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; 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 a an applicable TRA Party’s Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation Corporate Taxpayer shall provide any an Amended Schedule to each TRA Party and to the TRA Holder Party Representative within thirty ninety (3090) calendar days of the occurrence of an event referred to referenced in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to the procedures set forth in Section 2.4(a).
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 Corporation: (i) in connection with a Determination affecting such Schedule; (ii) to correct 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 the TRA HolderRepresentative; (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; or (vi) to adjust a Basis Schedule to take into account any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation shall provide any an Amended Schedule to the TRA Holder Representative within thirty (30) 60 calendar days of the occurrence of an event referred to referenced in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to the procedures set forth in Section 2.4(a).
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 Corporation: (i) in connection with a Determination affecting such Schedule; (ii) to correct 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 the TRA HolderHolder Representative; (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; or (vi) to adjust a Basis Schedule to take into account any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the TRA Holder Representative within thirty (30) calendar days of the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to the procedures set forth in Section 2.4(a2.05(a).
Appears in 2 contracts
Sources: Tax Receivable Agreement (Vivid Seats Inc.), Transaction Agreement (Horizon Acquisition Corp)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation: (i) in connection with a Determination affecting such Schedule; (ii) to correct 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 the TRA HolderHolder Representative; (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; or (vi) to adjust a Basis Schedule to take into account any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, as so amended, an “Amended Schedule”). The Corporation shall provide will promptly deliver any Amended Schedule to the TRA Holder within thirty (30) calendar days of Representative and the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to the procedures provisions 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 Corporation: 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 the TRA Holder; Parties, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures applicable to this Agreement; Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule) in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; or (vi) to adjust a Basis Schedule to take into account any Tax Benefit Payments made pursuant to this Agreement (any such amended Schedule, an “Amended Schedule”). The Corporation PubCo shall provide any Amended Schedule to the TRA Holder Parties within thirty (30) calendar days of the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to the procedures set forth in Section 2.4(a2.04(a).
Appears in 2 contracts
Sources: Business Combination Agreement (ARYA Sciences Acquisition Corp IV), Business Combination Agreement (Amicus Therapeutics, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation: 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 the TRA Holder; Members, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures applicable to this Agreement; Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule) in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, (v) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; or (vi) to adjust a Basis Schedule to take into account any Tax Benefit Payments made pursuant to this Agreement (any such amended Schedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the TRA Holder Members within thirty (30) calendar days of the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to the procedures set forth in Section 2.4(a2.04(a).
Appears in 2 contracts
Sources: Tax Receivable Agreement (Bellring Brands, Inc.), Tax Receivable Agreement (Bellring Brands, Inc.)
Amended Schedule. The applicable Any Schedule for any Taxable Year may shall be amended from time to time by the Corporation: Corporation in good faith (i) in connection with a Determination affecting such Schedule; , (ii) to correct 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 the applicable TRA Holder; , (iii) to comply with an the Expert’s determination under the Reconciliation Procedures applicable to this Agreement; Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; , or (vi) to adjust a the Exchange Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this Agreement (any Agreement; provided, however, that such Schedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the TRA Holder within thirty (30) calendar days of the occurrence of an event referred to in clauses a change under clause (i) through (vi) attributable to an audit of the preceding sentence, a Tax Return by an applicable Taxing Authority shall not be taken into account on an amended Schedule unless and any until there has been a Determination with respect to such Amended Schedule shall be subject to the procedures set forth in Section 2.4(a)change.
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 Corporation: 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 originally provided to the a TRA Holder; Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; 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 a an applicable TRA Party’s Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation Corporate Taxpayer shall provide any an Amended Schedule to each applicable TRA Party when the TRA Holder within thirty (30) calendar days of Corporate Taxpayer delivers the occurrence of an event referred to in clauses (i) through (vi) of Basis Schedule for the preceding sentence, and following taxable year. Promptly after delivering any such Amended Schedule to a TRA Party, the Corporate Taxpayer shall be subject deliver a copy of such Amended Schedule to the procedures set forth in Section 2.4(a)each Sponsor Party and each Interested Party.
Appears in 1 contract
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation: Corporate Taxpayer (i) in connection with a Determination affecting such Schedule; , (ii) to correct 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 the a TRA Holder; Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; 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 a the TRA Holder’s Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation Corporate Taxpayer shall provide any an Amended Schedule to each TRA Party and to the TRA Holder Party Representative within thirty ninety (3090) calendar days of the occurrence of an event referred to referenced in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to the procedures set forth in Section 2.4(a).
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 Corporation: (i) in connection with a Determination affecting such Schedule; (ii) to correct 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 the TRA HolderHolder Representative; (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; or (vi) to adjust a Basis Schedule to take into account any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to ; provided for the TRA Holder within thirty (30) calendar days avoidance of the occurrence of an event referred to in clauses doubt, however, that such a change under clause (i) through (vi) of the preceding sentence, and any such shall not be taken into account on an Amended Schedule shall be subject unless and until there has been a Determination with respect to the procedures set forth in Section 2.4(a)such 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 Corporation: 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 originally provided to the TRA Holder; Sellers Advisory Firm, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures applicable to this Agreement; Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; , or (vi) to adjust a the Exchange Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this Agreement (any such Scheduleschedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the TRA Holder within thirty (30) calendar days of the occurrence of an event referred to in clauses ; provided, however, that such a change under clause (i) through (vi) attributable to an audit of the preceding sentence, and any such a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Schedule shall be subject unless and until there has been a Determination with respect to the procedures set forth in Section 2.4(a)such change.
Appears in 1 contract
Sources: Business Combination Agreement (Cartesian Growth Corp)