Tax Matters Consistency Cooperation Clause Samples
Tax Matters Consistency Cooperation. Section 6.1 Participation in the Corporation’s and the LLC’s Tax Matters. Except as otherwise provided herein, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and the LLC, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes; provided, however, that if ACON owns (or would own upon an Exchange of all outstanding Units) at least five (5) percent of the Class A Common Stock, the Corporation shall not settle or fail to contest any issue pertaining to Covered Taxes that is reasonably expected to materially adversely affect the Members’ rights and obligations under this Agreement without the consent of ACON, such consent not to be unreasonably withheld or delayed. If ACON fails to respond to any notice with respect to the settlement or other disposition of any such issue within fifteen (15) days of its receipt of the applicable notice, ACON shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, the Corporation shall notify ACON, the Management Representative and Fundamental of, and keep them reasonably informed with respect to, the portion of any tax audit of the Corporation or the LLC, or any of the LLC’s Subsidiaries, the outcome of which is reasonably expected to materially affect the Tax Benefit Payments payable to such Members under this Agreement, and ACON and the Management Representative, as applicable, shall have the right to participate in and to monitor at their own expense (but, for the avoidance of doubt, not to control) any such portion of any such Tax audit. To the extent there is a conflict between this Agreement and the LLC Agreement as it relates to tax matters concerning Covered Taxes and the Corporation and the LLC, including preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes, this Agreement shall control; provided, however, that to the extent there is a conflict between this Agreement and Sections 5.05 and 9.02 of the LLC Agreement, Sections 5.05 and 9.02 of the LLC Agreement shall control.
Tax Matters Consistency Cooperation. Participation in the Corporation’s and MarketWise’s Tax Matters 20 SECTION 6.2. Consistency 21 SECTION 6.3. Cooperation 21 SECTION 7.1. Notices 21 SECTION 7.2. Counterparts 22 SECTION 7.3. Entire Agreement; No Third-Party Beneficiaries 22 SECTION 7.4. Severability 22 SECTION 7.5. Assignments; Amendments; Successors; No Waiver 23 SECTION 7.6. Titles and Subtitles 24 SECTION 7.7. Resolution of Disputes; Governing Law 24 SECTION 7.8. Reconciliation Procedures 25 SECTION 7.9. Withholding 26
Tax Matters Consistency Cooperation. Participation in the Corporation’s and Beacon Street’s Tax Matters 20 SECTION 6.2. Consistency 20 SECTION 6.3. Cooperation 21 SECTION 7.1. Notices 21 SECTION 7.2. Counterparts 22 SECTION 7.3. Entire Agreement; No Third-Party Beneficiaries 22 SECTION 7.4. Severability 22 SECTION 7.5. Assignments; Amendments; Successors; No Waiver 22 SECTION 7.6. Titles and Subtitles 23 SECTION 7.7. Resolution of Disputes; Governing Law 23 SECTION 7.8. Reconciliation Procedures 24 SECTION 7.9. Withholding 25 SECTION 7.10. Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets 25 SECTION 7.11. Confidentiality 26 SECTION 7.12. Change in Law 28 SECTION 7.13. Interest Rate Limitation 28 SECTION 7.14. Independent Nature of Rights and Obligations 29 Exhibit A - Form of Joinder Agreement This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [ 🌑 ], 2021, is hereby entered into by and among Beacon Street Group, Inc., a Delaware corporation (the “Corporation”), Beacon Street Group, LLC, a Delaware limited liability company (“Beacon Street”), and each of the Members (as defined herein) from time to time party hereto.
Tax Matters Consistency Cooperation. SECTION 6.1. Participation in the Parent Group’s,
Tax Matters Consistency Cooperation. Participation in the Corporation’s and GoHealth Holdings’ Tax Matters 22 SECTION 6.2. Consistency 22 SECTION 6.3. Cooperation 22
Tax Matters Consistency Cooperation. SECTION 6.1. Participation in the Corporation’s and SciPlay Parent’s Tax Matters. Except as otherwise provided herein or in Article IX of the Operating Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation or SciPlay Parent, including preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to taxes. Notwithstanding the foregoing, the Corporation shall notify the relevant Members of, and keep them reasonably informed with respect to, the portion of any audit by any Taxing Authority of the Corporation, SciPlay Parent or any of SciPlay Parent’s Subsidiaries, the outcome of which is reasonably expected to materially affect such Members’ rights and obligations under this Agreement, and any such Member shall have the right to participate in and to monitor at its own expense (but not to control) any such portion of any such audit; provided that the Corporation shall not settle or fail to contest any issue pertaining to Covered Taxes that is reasonably expected to materially affect any Member’s rights or obligations under this Agreement without the prior written consent of such Member, such consent not to be unreasonably withheld, conditioned or delayed.
Tax Matters Consistency Cooperation. SECTION 6.1. Participation in the Corporation’s and Milan LLC’s Tax Matters 21 SECTION 6.2. Consistency 21 SECTION 6.3. Cooperation 21
Tax Matters Consistency Cooperation. Section 6.1 Participation in U.S.
Tax Matters Consistency Cooperation. Participation in the Corporation’s and ▇▇▇▇ Holdings’ Tax Matters. Except as otherwise provided herein, and except as provided in Article IX of the LLC Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and ▇▇▇▇ Holdings, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes. Notwithstanding the foregoing, the Corporation shall notify the Members of, and keep them reasonably informed with respect to, the portion of any tax audit of the Corporation or ▇▇▇▇ Holdings, or any of ▇▇▇▇ Holdings’ Subsidiaries, the outcome of which is reasonably expected to materially affect the Tax Benefit Payments payable to such Members under this Agreement, and such Members shall have the right to participate in and to monitor at their own expense (but, for the avoidance of doubt, not to control) any such portion of any such Tax audit.
Tax Matters Consistency Cooperation