Attributable. A Net Tax Benefit is “Attributable” to an Exchange TRA Holder to the extent that it is derived from any Basis Adjustment or Imputed Interest, that is attributable to such Exchange TRA Holder (whether through an Exchange or otherwise).
Appears in 2 contracts
Sources: Tax Receivable Agreement (Falcon's Beyond Global, Inc.), Merger Agreement (FAST Acquisition Corp. II)
Attributable. A Net Tax Benefit is “Attributable” to an Exchange a TRA Holder Party to the extent that it is derived from any Basis Adjustment or Imputed Interest, Interest that is attributable to a Basis Transaction undertaken by or with respect to such Exchange TRA Holder (whether through an Exchange or otherwise)Party.
Appears in 2 contracts
Sources: Business Combination Agreement (ARYA Sciences Acquisition Corp IV), Business Combination Agreement (Amicus Therapeutics, Inc.)
Attributable. A Net Tax Benefit is “Attributable” to an Exchange TRA Holder to the extent that it is derived from any Basis Adjustment or Imputed Interest, Interest that is attributable to such Exchange TRA Holder (whether through an Exchange Exchange), determined without regard to any dilutive or otherwise)antidilutive effect of any contribution to or distribution from the Company after an applicable Exchange.
Appears in 2 contracts
Sources: Tax Receivable Agreement (Flyexclusive Inc.), Equity Purchase Agreement (EG Acquisition Corp.)
Attributable. A Net Tax Benefit is “Attributable” to an Exchange a TRA Holder to the extent that it is derived from any Basis Adjustment Adjustment, Imputed Interest or Imputed Interest, Actual Interest Amount that is attributable to an Exchange undertaken by or with respect to such Exchange TRA Holder (whether through an Exchange or otherwise).
Appears in 2 contracts
Sources: Tax Receivable Agreement (System1, Inc.), Business Combination Agreement (Trebia Acquisition Corp.)
Attributable. A Net Tax Benefit is “Attributable” to an Exchange a TRA Holder with respect to any Tax Attribute under the following principles:
(A) any Blocker Attributes are Attributable to the extent that it is derived from Blocker Shareholder; and
(B) any Basis Adjustment and Imputed Interest shall be determined separately with respect to each Member and each Exchange undertaken by or with respect such Member in an amount equal to the total Basis Adjustments and Imputed Interest, that is attributable Interest relating to the Class A Units Exchanged by or with respect to such Exchange TRA Holder (whether through an Exchange or otherwise)Member.
Appears in 1 contract
Attributable. A Net Tax Benefit is “Attributable” to an Exchange TRA Holder to the extent that it is derived from any Common Basis, Basis Adjustment Adjustment, or Imputed Interest, that is attributable to such Exchange TRA Holder (whether through an Exchange, which in the case of Common Basis shall be based on the Common Basis attributable to such TRA Holder’s LLC Units subject to a given Exchange for U.S. federal income tax purposes as of immediately prior to the applicable Exchange(s)), determined without regard to any dilutive or otherwise)antidilutive effect of any contribution to or distribution from the LLC after an applicable Exchange.
Appears in 1 contract