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, including those 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 TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.
Appears in 4 contracts
Sources: Tax Receivable Agreement (Thayer Ventures Acquisition Corp), Tax Receivable Agreement, Tax Receivable Agreement (E2open Parent Holdings, 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, including those 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 or the correction of computational errors set forth in such Schedule, (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 TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, In the Corporate Taxpayer shall provide event that the Corporation delivers an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final an Applicable Partner pursuant to Section 2.3(a2.04(b)(ii) orwithin 180 days of the payment of the Tax Benefit Payment, if applicableany, Section 7.9related to the original Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation in its sole discretion, be obligated to refund to the Corporation the amount (Aif any) by which the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in made pursuant to such original schedule exceeds the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for Payment as computed pursuant to the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occursSchedule.
Appears in 4 contracts
Sources: Tax Receivable Agreement (Moelis & Co), Tax Receivable Agreement (Moelis & Co), Tax Receivable Agreement (Moelis & 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, including those 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 Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each the TRA Party Representative when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Blackstone Holdings III L.P.), Tax Receivable Agreement (Alight 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, including those 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 Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each 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. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) the United States federal income tax return of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Wm Technology, Inc.), Tax Receivable Agreement (Silver Spike Acquisition Corp.)
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, including those Schedule identified as a result of a mistake or 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 Representative and the Blocker Holder; (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 TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the Corporate Taxpayer Parent shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers Beneficiary Representative and the Basis Blocker Holder within sixty (60) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule for shall be subject to approval procedures similar to those described in Section 2.6(a). For the following Taxable Year. In the event avoidance of doubt, if a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or2.6(a), if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the such amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occursis executed.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Open Lending Corp), Business Combination Agreement (Nebula Acquisition Corp)
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, including those 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 Representative and Blocker Corporation Owners; (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 TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the Corporate Taxpayer Parent shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers Beneficiary Representative and Blocker Corporation Owners within sixty (60) calendar days of the Basis occurrence of an event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule for shall be subject to approval procedures similar to those described in Section 2.6(a). For the following Taxable Year. In the event avoidance of doubt, if a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or2.6(a), if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the such amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occursis executed.
Appears in 2 contracts
Sources: Tax Receivable Agreement (GreenSky, Inc.), Tax Receivable Agreement (GreenSky, 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, including those 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 Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each 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. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) the United States federal income tax return of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Highland Transcend Partners I Corp.), Tax Receivable Agreement (Highland Transcend Partners I 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, including those 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, 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 TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Covered Taxes for the Taxable Year in which the amendment actually occurs.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Rush Street Interactive, Inc.), Business Combination Agreement (dMY Technology 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, including those 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 TRA Agreement (any such Schedule, an “Amended Schedule”). If applicable, the The Corporate Taxpayer shall provide an Amended Schedule to each 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. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a2.03(a) or, if applicable, Section 7.97.09, (Ax) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (By) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.
Appears in 2 contracts
Sources: Tax Receivable Agreement (TWFG, Inc.), Tax Receivable Agreement (TWFG, Inc.)
Amended Schedule. The Any Exchange Basis Schedule (or amended Exchange Basis Schedule) or applicable Tax Benefit Schedule (or amended Tax Benefit Schedule) and its corresponding Tax Benefit Computation Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Buyer (such Schedule, an "Amended Schedule") (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those 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 PartyRTEA, (iii) to comply with an the Expert’s '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, 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 TRA Agreement (any a Determination for such Schedule, an “Amended Schedule”). If applicable, the Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In Upon the event a amendment of any Exchange Basis Schedule is (or amended after such Schedule becomes final pursuant to Section 2.3(aExchange Basis Schedule) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating or any Tax Benefit Payment in Schedule (or amended Tax Benefit Schedule), the Taxable Year to which the amendment relates but instead corresponding Duff & ▇▇▇▇▇▇ Schedule (or amended Duff & ▇▇▇▇▇▇ Schedule) shall be taken into account amended in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occursconsistent manner.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Cloud Peak Energy Inc.), Tax Receivable Agreement (Cloud Peak Energy Inc.)
Amended Schedule. The Any Exchange Basis Schedule (or amended Exchange Basis Schedule) or applicable Tax Benefit Schedule (or amended Tax Benefit Schedule) and its corresponding Tax Benefit Computation Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Buyer (such Schedule, an “Amended Schedule”) (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule, including those 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 PartyRTEA, (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, 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 TRA Agreement (any a Determination for such Schedule, an “Amended Schedule”). If applicable, the Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In Upon the event a amendment of any Exchange Basis Schedule is (or amended after such Schedule becomes final pursuant to Section 2.3(aExchange Basis Schedule) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating or any Tax Benefit Payment in Schedule (or amended Tax Benefit Schedule), the Taxable Year to which the amendment relates but instead corresponding Duff & ▇▇▇▇▇▇ Schedule (or amended Duff & ▇▇▇▇▇▇ Schedule) shall be taken into account amended in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occursconsistent manner.
Appears in 1 contract