Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporate Taxpayer is or becomes a member of an affiliated, consolidated, combined or unitary group of corporations that files a consolidated, combined or unitary income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local Tax law, then: (i) the provisions of this TRA Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated, combined or unitary taxable income of the group as a whole.
Appears in 8 contracts
Samples: Tax Receivable Agreement (Thayer Ventures Acquisition Corp), Tax Receivable Agreement (Alight Group, Inc.), Tax Receivable Agreement (Blackstone Holdings III L.P.)
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporate Taxpayer is or becomes a member of an affiliateda combined, consolidated, combined affiliated or unitary group of corporations that files a consolidated, combined or unitary income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of U.S. state or local Tax law, then: (i) the provisions of this TRA Agreement shall be applied with respect to the relevant group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated, consolidated (or combined or unitary unitary, where applicable) taxable income income, gain, loss, deduction and attributes of the relevant group as a whole.
Appears in 7 contracts
Samples: Tax Receivable Agreement (Aris Water Solutions, Inc.), Tax Receivable Agreement (Aris Water Solutions, Inc.), Tax Receivable Agreement
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporate Taxpayer is or becomes a member of an affiliated, consolidated, combined or unitary group of corporations that files a consolidated, combined or unitary income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state state, local or local Tax foreign law, then: (i) the provisions of this TRA Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated, combined or unitary taxable income income, gain, loss, deduction and attributes of the group as a whole.
Appears in 7 contracts
Samples: Tax Receivable Agreement (Rani Therapeutics Holdings, Inc.), Tax Receivable Agreement (Direct Digital Holdings, Inc.), Tax Receivable Agreement (Dutch Bros Inc.)
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporate Taxpayer is or becomes a member of an affiliated, consolidated, combined or unitary group of corporations that files a consolidated, combined or unitary income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state U.S. state, local or local Tax foreign tax law, then: (i) the provisions of this TRA Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the affiliated, consolidated, combined or unitary taxable income of the group as a whole.
Appears in 4 contracts
Samples: Tax Receivable Agreement (Biote Corp.), Letter Agreement (FTAC Athena Acquisition Corp.), Tax Receivable Agreement (OppFi Inc.)
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporate Taxpayer is or becomes a member of an affiliated, consolidated, combined or unitary group of corporations that files a consolidated, combined or unitary income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state state, local or local foreign Tax law, then: (i) the provisions of this TRA Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated, combined or unitary taxable income of the group as a whole.
Appears in 4 contracts
Samples: Exchange Agreement (Highland Transcend Partners I Corp.), Tax Receivable Agreement (Highland Transcend Partners I Corp.), Tax Receivable Agreement (Wm Technology, Inc.)
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporate Taxpayer or any of its Covered Subsidiaries is or becomes a member of an affiliated, consolidated, combined or unitary group of corporations that files a consolidated, combined or unitary income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state state, local or local foreign Tax law, then: (i) the provisions of this TRA Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated, combined or unitary taxable income of the group as a whole.
Appears in 3 contracts
Samples: Tax Receivable Agreement (Rush Street Interactive, Inc.), Business Combination Agreement (dMY Technology Group, Inc.), Business Combination Agreement (dMY Technology Group, Inc.)
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporate Taxpayer is or becomes a member of an affiliated, consolidated, combined or unitary group of corporations that files a consolidated, combined or unitary income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local Tax law, then: (i) the provisions of this TRA Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated, combined or unitary taxable income of the group as a whole.
Appears in 3 contracts
Samples: Tax Receivable Agreement (Spree Acquisition Corp. 1 LTD), Tax Receivable Agreement (OPAL Fuels Inc.), Business Combination Agreement (ArcLight Clean Transition Corp. II)
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporate Taxpayer is or becomes a member of an affiliated, consolidated, combined or unitary group of corporations that files a consolidated, combined combined, or unitary income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local Tax tax law, then: (i) the provisions of this TRA Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated, combined combined, or unitary taxable income of the group as a whole.
Appears in 2 contracts
Samples: Income Tax Receivable Agreement (Appreciate Holdings, Inc.), Income Tax Receivable Agreement (Proptech Investment Corp. Ii)
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporate Taxpayer is or becomes a member of an affiliated, consolidated, combined affiliated or unitary consolidated group of corporations that files a consolidated, combined or unitary consolidated income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of U.S. state or local Tax law, then, subject to the application of the Valuation Assumptions upon a Change of Control: (i) the provisions of this TRA Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated, combined or unitary consolidated taxable income of the group as a whole to the extent that any applicable Basis Adjustments can be used against such consolidated taxable income of the group as a whole.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Rosehill Resources Inc.), Tax Receivable Agreement (Cactus, Inc.)
Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporate Taxpayer is or becomes a member of an affiliated, consolidated, combined or unitary group of corporations that files a consolidated, combined or unitary income Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state state, local or local Tax foreign tax law, then: (i) the provisions of this TRA Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated, combined or unitary taxable income of the group as a whole.
Appears in 1 contract
