Common use of Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets Clause in Contracts

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this 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 taxable income of the group as a whole.

Appears in 21 contracts

Samples: Tax Receivable Agreement (Vacasa, Inc.), Tax Receivable Agreement (TPG Pace Solutions Corp.), Tax Receivable Agreement (Shift4 Payments, Inc.)

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Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return tax return pursuant to Section Sections 1501 or other applicable Sections et seq. of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 18 contracts

Samples: Tax Receivable Agreement, Tax Receivable Agreement (Ladder Capital Finance Holdings LLLP), Tax Receivable Agreement (Malibu Boats, Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local tax law, then: (i) the provisions of this 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 taxable income Covered Taxes of the group as a whole.

Appears in 10 contracts

Samples: Tax Receivable Agreement (Falcon's Beyond Global, Inc.), Tax Receivable Agreement (FAST Acquisition Corp. II), Tax Receivable Agreement (QualTek Services Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local lawforeign tax Law, then: then (i) the provisions of this Agreement shall be applied with respect to the group as a whole; , and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 9 contracts

Samples: Tax Receivable Agreement (Smith Douglas Homes Corp.), Tax Receivable Agreement (Smith Douglas Homes Corp.), Tax Receivable Agreement (Smith Douglas Homes Corp.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return return pursuant to Section 1501 or other applicable Sections 1501, et seq. of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable Taxable income of the group as a whole.

Appears in 5 contracts

Samples: Tax Receivable Agreement (RCS Capital Corp), Tax Receivable Agreement (RCS Capital Corp), Tax Receivable Agreement (Manning & Napier, Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local lawtax Law, then: then (i) the provisions of this Agreement hereunder shall be applied with respect to the group as a whole; , and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 5 contracts

Samples: Tax Receivable Agreement (P3 Health Partners Inc.), Tax Receivable Agreement (Solo Brands, Inc.), Tax Receivable Agreement (Marketwise, Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated affiliated, consolidated, combined, or consolidated unitary group of corporations that files a consolidated consolidated, combined, or unitary income Tax Return pursuant to Section Sections 1501 or other applicable Sections et seq. of the Code governing affiliated or consolidated groups, 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 Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 4 contracts

Samples: Tax Receivable Agreement (Allvue Systems Holdings, Inc.), Tax Receivable Agreement (Powerschool Holdings, Inc.), Tax Receivable Agreement (Powerschool Holdings, Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated affiliated, consolidated or consolidated unitary group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding similar provisions of U.S. state or local tax law, then: (i) the provisions of this 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 taxable income of the group as a whole.

Appears in 4 contracts

Samples: Tax Receivable Agreement (Amneal Pharmaceuticals, Inc.), Tax Receivable Agreement (Amneal Pharmaceuticals, Inc.), Stockholders Agreement (Impax Laboratories Inc)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return tax return pursuant to Section sections 1501 or other applicable Sections et seq. of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local foreign law, then: (i) the provisions of this 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 taxable income of the group as a whole.

Appears in 4 contracts

Samples: Tax Receivable Agreement (Perella Weinberg Partners), Business Combination Agreement (FinTech Acquisition Corp. IV), Tax Receivable Agreement (SmileDirectClub, Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated affiliated, consolidated, combined, or consolidated unitary group of corporations that files a consolidated consolidated, combined, or unitary income Tax Return pursuant to Section Sections 1501 or other applicable Sections et seq. of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local Tax law, or would be eligible to become a member of such a group at the election of one or members of that group, then, subject to the application of the Valuation Assumptions upon a Change of Control: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 4 contracts

Samples: Tax Receivable Agreement (Shoals Technologies Group, Inc.), Tax Receivable Agreement (Shoals Technologies Group, Inc.), Tax Receivable Agreement (Maravai Lifesciences Holdings, Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local lawtax Law, then: then (i) the provisions of this Agreement hereunder shall be applied with respect to the group as a whole; , and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 3 contracts

Samples: Tax Receivable Agreement (OneStream, Inc.), Tax Receivable Agreement (Brilliant Earth Group, Inc.), Tax Receivable Agreement (Brilliant Earth Group, Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an another affiliated or consolidated group of corporations that files a consolidated income Tax Return return pursuant to Section Sections 1501 or other applicable Sections et seq. of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable Taxable income of the group as a whole.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Turner Investments, Inc.), Tax Receivable Agreement (Pzena Investment Management, Inc.), Tax Receivable Agreement (Pzena Investment Management, Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections et seq. of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, Exchange Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 3 contracts

Samples: Tax Receivable Agreement, Tax Receivable Agreement (Red Rock Resorts, Inc.), Tax Receivable Agreement (Red Rock Resorts, Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local lawforeign tax Law, then: then (i) the provisions of this Agreement hereunder shall be applied with respect to the group as a whole; , and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Scientific Games Corp), Tax Receivable Agreement (SciPlay Corp), Tax Receivable Agreement (SciPlay Corp)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local tax law, then: (ia) the provisions of this Agreement shall be applied with respect to the group as a whole; and (iib) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income Covered Taxes of the group as a whole.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Bitcoin Depot Inc.), Tax Receivable Agreement (GSR II Meteora Acquisition Corp.), Tax Receivable Agreement (GSR II Meteora Acquisition Corp.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; whole and (ii) Tax Benefit Payments, Early Termination Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Pluralsight, Inc.), Tax Receivable Agreement (Pluralsight, Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local lawtax Law, then: then (i) the provisions of this Agreement shall be applied with respect to the group as a whole; , and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Intuitive Machines, Inc.), Registration Rights Agreement (Inflection Point Acquisition Corp.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return tax return pursuant to Section Sections 1501 or other applicable Sections et seq. of the Code governing affiliated or consolidated groupsCode, or any corresponding provisions comparable section of U.S. federal, state or local tax law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Driven Brands Holdings Inc.), Tax Receivable Agreement (Driven Brands Holdings Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) 7.11.1 If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local tax law, then: (ia) the provisions of this Agreement shall be applied with respect to the group as a whole; and (iib) Tax Benefit Payments, Early Termination PaymentsPayment, and other applicable items hereunder shall be computed with reference to the consolidated consolidated, combined or unitary taxable income of the group as a whole.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Flyexclusive Inc.), Operating Agreement (EG Acquisition Corp.)

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Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections 1501, et seq. of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Fifth Street Asset Management Inc.), Tax Receivable Agreement (Fifth Street Asset Management Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return tax return pursuant to Section sections 1501 or other applicable Sections et seq. of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, Individual Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Moelis & Co), Tax Receivable Agreement (Moelis & Co)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return tax return pursuant to Section Sections 1501 or other applicable Sections et seq. of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local foreign Tax law, then, while the Corporation is such a member: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Pennymac Financial Services, Inc.), Tax Receivable Agreement (Pennymac Financial Services, Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return tax return pursuant to Section sections 1501 or other applicable Sections et seq. of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Moelis & Co), Tax Receivable Agreement (Moelis & Co)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) 7.11.1 If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local tax law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination PaymentsPayment, and other applicable items hereunder shall be computed with reference to the consolidated taxable income Covered Taxes of the group as a whole.

Appears in 1 contract

Samples: Tax Receivable Agreement (Sky Harbour Group Corp)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return tax return pursuant to Section 1501 Sections 1501, et seq. or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 1 contract

Samples: Tax Receivable Agreement (OTG EXP, Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section Sections 1501 or other applicable Sections et seq. of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local foreign law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable Taxable income of the group as a whole.

Appears in 1 contract

Samples: Tax Receivable Agreement (Silver Run Acquisition Corp II)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section Sections 1501 or other applicable Sections et seq. of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; whole; and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 1 contract

Samples: Tax Receivable Agreement (HireRight Holdings Corp)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local tax law, then: (i) the provisions of this 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 taxable income of the group as a whole.

Appears in 1 contract

Samples: Tax Receivable Agreement (BJ Services, Inc.)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated affiliated, consolidated, combined or consolidated unitary group of corporations that files a consolidated consolidated, combined or unitary income Tax Return pursuant to Section Sections 1501 or other applicable Sections et seq. of the Code governing affiliated or consolidated groups, 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 Agreement shall be applied with respect to the group as a whole; whole and (ii) Tax Benefit Payments, Early Termination Payments, Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 1 contract

Samples: Tax Receivable Agreement (Rice Acquisition Corp. II)

Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets. (a) If the Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Section 1501 or other applicable Sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state state, local or local foreign tax law, then: (i) the provisions of this 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 taxable income of the group as a whole.

Appears in 1 contract

Samples: Tax Receivable Agreement (Philadelphia Energy Solutions Inc.)

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