Common use of Amended Schedule Clause in Contracts

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 inaccuracies in the 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 Party, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 10 contracts

Samples: Tax Receivable Agreement, Tax Receivable Agreement, Employment Agreement (Medley Management Inc.)

AutoNDA by SimpleDocs

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 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 the 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 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 Exchange TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each applicable TRA Party within thirty (30) calendar days of when the occurrence of an event referenced in clauses (i) through (vi) of Corporate Taxpayer delivers the preceding sentenceBasis Schedule for the following taxable year.

Appears in 10 contracts

Samples: Tax Receivable Agreement (CompoSecure, Inc.), Tax Receivable Agreement (Dutch Bros Inc.), Tax Receivable Agreement (Dutch Bros Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct inaccuracies in the 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 Member; (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a change in the Realized Tax Benefit or 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 change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, ; or (vi) to adjust an applicable Exchange a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 10 contracts

Samples: Tax Receivable Agreement (Tradeweb Markets Inc.), Tax Receivable Agreement (Greenlane Holdings, Inc.), Tax Receivable Agreement (Tradeweb Markets 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 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 PartyAgent, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 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 Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 8 contracts

Samples: Tax Receivable Agreement, Tax Receivable Agreement, Tax Receivable Agreement (Spark Energy, 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 inaccuracies in the 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 Equity Plan Member, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 7 contracts

Samples: Tax Receivable Agreement (PF2 SpinCo, Inc.), Tax Receivable Agreement (PF2 SpinCo LLC), Tax Receivable Agreement (Change Healthcare 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 inaccuracies in the 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 the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party Member within thirty (30) 30 calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 7 contracts

Samples: Tax Receivable Agreement (UWM Holdings Corp), Tax Receivable Agreement (Rocket Companies, Inc.), Tax Receivable Agreement (Rocket Companies, 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 inaccuracies in the 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 ITR Entity, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 6 contracts

Samples: Tax Receivable Agreement (PF2 SpinCo, Inc.), Tax Receivable Agreement (Change Healthcare Inc.), Tax Receivable Agreement (TC3 Health, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may 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 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 Principal, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 6 contracts

Samples: Tax Receivable Agreement (Fifth Street Asset Management Inc.), Tax Receivable Agreement (Fifth Street Asset Management Inc.), Tax Receivable Agreement (RCS Capital 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 inaccuracies in the 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 the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party relevant Member within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 6 contracts

Samples: Tax Receivable Agreement (Jones Mark Evan), Tax Receivable Agreement (Colby Michael C.), Tax Receivable Agreement (Goosehead Insurance, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may 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 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 the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 5 contracts

Samples: Tax Receivable Agreement (Manning & Napier, Inc.), Tax Receivable Agreement (Manning & Napier, Inc.), Tax Receivable Agreement (Pzena Investment Management, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may 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 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, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 5 contracts

Samples: Tax Receivable Agreement, Tax Receivable Agreement (Och-Ziff Capital Management Group LLC), Form of Tax Receivable Agreement (Och-Ziff Capital Management Group LLC)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer a Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided made available to a TRA Partythe Principals, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 4 contracts

Samples: Tax Receivable Agreement (Ares Management Lp), Form of Tax Receivable Agreement (Ares Management Lp), Tax Receivable Agreement (Oaktree Capital Group, LLC)

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 inaccuracies in the 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 Party, (iii) to comply with the 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 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 Exchange TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of when the occurrence of an event referenced in clauses (i) through (vi) of Corporate Taxpayer delivers the preceding sentenceBasis Schedule for the following taxable year.

Appears in 4 contracts

Samples: Tax Receivable Agreement (Weber Inc.), Tax Receivable Agreement (Weber Inc.), Tax Receivable Agreement (Bumble Inc.)

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 identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided made available to a TRA Partythe Principals, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 4 contracts

Samples: Tax Receivable Agreement (Ares Management Corp), Tax Receivable Agreement (Ares Management Corp), Tax Receivable Agreement (Ares Management 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 inaccuracies in the 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 the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party relevant Member within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 4 contracts

Samples: Tax Receivable Agreement (BRP Group, Inc.), Management Incentive Unit Agreement (BRP Group, Inc.), Management Incentive Unit Agreement (BRP 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 inaccuracies in the 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 Party, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 4 contracts

Samples: Tax Receivable Agreement, Tax Receivable Agreement (Repay Holdings Corp), Tax Receivable Agreement (Thunder Bridge Acquisition LTD)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Company and Echo (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the 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 Party, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Exchange Tax Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer Echo and the Company shall provide an Amended Schedule to each TRA Party within thirty ninety (3090) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 4 contracts

Samples: Tax Receivable Agreement (PF2 SpinCo, Inc.), Tax Receivable Agreement (PF2 SpinCo LLC), Tax Receivable Agreement (Change Healthcare 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 inaccuracies in the 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 the TRA PartyParty Representative, (iii) to comply with the 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 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 Exchange a Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each the TRA Party within thirty (30) calendar days of Representative when the occurrence of an event referenced in clauses (i) through (vi) of Corporate Taxpayer delivers the preceding sentenceBasis Schedule for the following taxable year.

Appears in 3 contracts

Samples: Tax Receivable Agreement (TPG Inc.), Tax Receivable Agreement (TPG Inc.), Tax Receivable Agreement (TPG Partners, LLC)

Amended Schedule. The applicable Schedule for any Taxable Year may 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 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, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Scheduleschedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses ; provided, however, that such a change under clause (i) through (vi) attributable to an audit of the preceding sentencea Tax Return by an applicable Taxing Authority shall not be taken into account on an amended Schedule unless and until there has been a Determination with respect to such change.

Appears in 3 contracts

Samples: Joinder Agreement, Joinder Agreement (Evercore Partners Inc.), Joinder Agreement (Evercore Partners Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer INC (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the 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 the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Exchange the Redemption Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 3 contracts

Samples: Tax Receivable Agreement, Tax Receivable Agreement (RMR Group Inc.), Tax Receivable Agreement (Reit Management & Research Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Premier (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a any Taxable Year after the date the Schedule was provided to a TRA Party, the Limited Partner (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Original Basis Schedule or an applicable Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 3 contracts

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

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the 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 Recipients, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an For the avoidance of doubt, in the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(b), the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to each TRA Party within thirty (30) calendar days of which the occurrence of an event referenced amendment relates but instead shall be taken into account in clauses (i) through (vi) of calculating the preceding sentenceCumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs.

Appears in 3 contracts

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

Amended Schedule. The applicable Schedule for any Taxable Year may 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 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 Exchanging Member, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer Corporation shall provide an any Amended Schedule to each TRA Party the Exchanging Member within thirty (30) 30 calendar days of the occurrence of an event referenced referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.4(a).

Appears in 3 contracts

Samples: Tax Receivable Agreement (Truett-Hurst, Inc.), Tax Receivable Agreement (Truett-Hurst, Inc.), Tax Receivable Agreement (Truett-Hurst, 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 inaccuracies in the 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 the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party Member and the Member Representative within thirty (30) 30 calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Clear Secure, Inc.), Tax Receivable Agreement (Clear Secure, Inc.), Tax Receivable Agreement (Clear Secure, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer FINV (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the 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 PartyAgent, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 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 Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Frank's International N.V.), Tax Receivable Agreement (Frank's International N.V.)

Amended Schedule. The applicable Schedule for any Taxable Year may 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 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, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.11

Appears in 2 contracts

Samples: Amended And (Fortress Investment Group LLC), Tax Receivable Agreement (Fortress Investment Group Holdings LLC)

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 inaccuracies in the 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 the applicable TRA Party, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Exchange Basis the Attribute Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each relevant TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Xponential Fitness, Inc.), Tax Receivable Agreement (Xponential Fitness, 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 inaccuracies in the 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 Party, (iii) to comply with the 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 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 Exchange TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party and to the TRA Party Representative within thirty ninety (3090) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 2 contracts

Samples: Tax Receivable Agreement (European Wax Center, Inc.), Tax Receivable Agreement (European Wax Center, Inc.)

AutoNDA by SimpleDocs

Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Holdings (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a any Taxable Year after the date the Schedule was provided to a TRA Partythe Non-Holdings Member, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer For the avoidance of doubt, no Non-Holdings Member shall provide an Amended Schedule have any obligation to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentencemake any payment to Holdings, or to reimburse Holdings for amounts previously paid pursuant to this Agreement.

Appears in 2 contracts

Samples: Tax Receivable Agreement (ZAIS Group Holdings, Inc.), Limited Liability Company Agreement (Hf2 Financial Management 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 inaccuracies in the 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 Limited Partner, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Aveon Group L.P.), Tax Receivable Agreement (Aveon Group L.P.)

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 inaccuracies in the 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 Party, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Exchange Basis and Attribute Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Indie Semiconductor, Inc.), Tax Receivable Agreement (Thunder Bridge Acquisition II, LTD)

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 inaccuracies in the 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 the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Exchange the Tax Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party Member within thirty (30) 30 calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Wayne Farms, Inc.), Tax Receivable Agreement (Wayne Farms, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Parent (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a any Taxable Year after the date the Schedule was provided to a the TRA PartyRepresentative, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 change in the Realized Tax Benefit or 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 Exchange Basis Schedule to take into account payments made pursuant to this Agreement TRA (any such Schedule, Schedule an “Amended Schedule”). The Corporate Taxpayer For the avoidance of doubt, no Minority Member shall provide an Amended Schedule have any obligation to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentencemake any payment to Parent, or to reimburse Parent, for amounts previously paid pursuant to this TRA.

Appears in 1 contract

Samples: Operating Agreement (Global Partner Acquisition Corp.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Company (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the 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 Party, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Exchange Tax Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer Echo and the Company shall provide an Amended Schedule to each TRA Party within thirty ninety (3090) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 1 contract

Samples: Tax Receivable Agreement (Change Healthcare Holdings, 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 inaccuracies in the 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 ITR Entity, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule Xxx Xxxxxxxxxx has requested confidential treatment of this draft registration statement and associated correspondence pursuant to each TRA Party within thirty (30) calendar days Rule 83 of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentenceSecurities and Exchange Commission.

Appears in 1 contract

Samples: Tax Receivable Agreement (PF2 SpinCo LLC)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Purchaser (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the 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 Sellers, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Scheduleschedule, an “Amended Schedule”). The Corporate Taxpayer ; provided, however, that such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall provide not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentencesuch change.

Appears in 1 contract

Samples: Tax Receivable Agreement (Alvarium Tiedemann Holdings, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer PubCo (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the 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 Party, (iii) to comply with the 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 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 Exchange Basis TRA Party’s Attribute Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer PubCo shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of when PubCo delivers the occurrence of an event referenced in clauses (i) through (vi) of Attribute Schedule for the preceding sentencefollowing taxable year.

Appears in 1 contract

Samples: Tax Receivable Agreement (Portillo's Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer HoldCo: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct inaccuracies in the 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 the applicable TRA Party, Limited Partner; (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, ; or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer HoldCo shall provide an Amended Schedule to each relevant TRA Party Limited Partner within thirty (30) calendar days day of the occurrence of an event referenced in clauses clause (i) through (vi) of the preceding sentence.

Appears in 1 contract

Samples: Tax Receivables Agreement (Galaxy Digital Holdings Ltd.)

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 inaccuracies in the 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 the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or ((vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party relevant Member within thirty (30) calendar days of the occurrence of an event referenced in clauses (i‎(i) through (vi‎(vi) of the preceding sentence.

Appears in 1 contract

Samples: Tax Receivable Agreement (Arog Pharmaceuticals, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Parent (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a any Taxable Year after the date the Schedule was provided to a TRA Partythe Applicable Class B Unitholder(s), (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 change in the Realized Tax Benefit or 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 Exchange Basis Schedule to take into account payments made pursuant to this Agreement TRA (any such Schedule, Schedule an “Amended Schedule”). The Corporate Taxpayer For the avoidance of doubt, no Applicable Class B Unitholder shall provide an Amended Schedule have any obligation to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentencemake any payment to Parent, or to reimburse Parent, for amounts previously paid pursuant to this TRA.

Appears in 1 contract

Samples: Tax Receivable Agreement (Purple Innovation, 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 inaccuracies in the 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 the TRA PartyParty Representative, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Exchange Basis the Attribute Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each the TRA Party Representative within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 1 contract

Samples: Tax Receivable Agreement (Signify Health, 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 inaccuracies in the 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 the TRA PartyParty Representative, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable Exchange Basis the Attribute Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each the TRA Party Representative within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.. ARTICLE III

Appears in 1 contract

Samples: Tax Receivable Agreement (Signify Health, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Purchaser (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the 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 PartySeller, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Scheduleschedule, an “Amended Schedule”). The Corporate Taxpayer ; provided, however, that such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall provide not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentencesuch change.

Appears in 1 contract

Samples: Tax Receivables Agreement (Stryve Foods, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the 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 Recipients, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 1 contract

Samples: Tax Receivable Agreement (loanDepot, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer PubCo (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the 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 Party, (iii) to comply with the an 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, (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 Exchange TRA Party's Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an "Amended Schedule"). The Corporate Taxpayer PubCo shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of when PubCo delivers the occurrence of an event referenced in clauses (i) through (vi) of Basis Schedule for the preceding sentencefollowing taxable year.

Appears in 1 contract

Samples: Form of Tax Receivables Agreement (Preston Hollow Community Capital, Inc.)

Amended Schedule. The applicable Any Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Corporation in good faith (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the 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 the applicable TRA PartyHolder, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or 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 Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust an applicable the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any Agreement; provided, however, that such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an event referenced in clauses a change under clause (i) through (vi) attributable to an audit of the preceding sentencea Tax Return by an applicable Taxing Authority shall not be taken into account on an amended Schedule unless and until there has been a Determination with respect to such change.

Appears in 1 contract

Samples: Income Tax Receivable Agreement (Liberty Tax, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!