Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the 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 the 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 the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (such Schedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the Exchanging Member within 30 calendar days of the occurrence of an event 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 Corporation 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 the Exchanging MemberTRA Party Representative, (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material 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 material 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 the Exchange an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation Corporate Taxpayer shall provide any (a) an Amended Schedule to the Exchanging Member within 30 calendar days TRA Party Representative and (b) the portion of the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject that relates to approval procedures similar the Onex Parties to those described the Onex Representative, in Section 2.4(a)each case, when the Corporate Taxpayer delivers the Basis Schedule for the following taxable year.
Appears in 3 contracts
Samples: Tax Receivable Agreement (Ryan Specialty Holdings, Inc.), Tax Receivable Agreement (Ryan Specialty Group Holdings, Inc.), Tax Receivable Agreement (Ryan Specialty Group Holdings, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation 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 originally provided to the Exchanging Member, TRA Holder; (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (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 the 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 Corporation shall provide any Amended Schedule to the Exchanging Member TRA Holder within 30 thirty (30) calendar days of the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to approval the procedures similar to those described set forth in Section 2.4(a).
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.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the 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 the 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 the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (such Schedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the Exchanging Member Member. within 30 calendar days of the occurrence of an event 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(a2.04(a).
Appears in 3 contracts
Samples: Tax Receivable Agreement (DynaVox Inc.), Tax Receivable Agreement (DynaVox Inc.), Tax Receivable Agreement (DynaVox Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation 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 originally provided to the Exchanging Member, TRA Holder Representative; (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (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 the 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 Corporation shall provide any Amended Schedule to the Exchanging Member TRA Holder Representative within 30 thirty (30) calendar days of the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to approval the procedures similar to those described set forth in Section 2.4(a2.05(a).
Appears in 2 contracts
Samples: Tax Receivable Agreement (Vivid Seats Inc.), Transaction Agreement (Horizon Acquisition Corp)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation 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 the Exchanging Member, TRA Holder Representative; (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (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 the Exchange a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, as so amended, an “Amended Schedule”). The Corporation shall provide will promptly deliver any Amended Schedule to TRA Holder Representative and the Exchanging Member within 30 calendar days of the occurrence of an event 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 provisions set forth in Section 2.4(a)) will apply with respect thereto.
Appears in 2 contracts
Samples: Tax Receivable Agreement (QualTek Services Inc.), Tax Receivable Agreement (Roth CH Acquisition III Co)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation 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 originally provided to the Exchanging Member, Representative; (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (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 the 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 Corporation shall provide any an Amended Schedule to the Exchanging Member Representative within 30 60 calendar days of the occurrence of an event referred to referenced 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 2 contracts
Samples: Tax Receivable Agreement (Pluralsight, Inc.), Tax Receivable Agreement (Pluralsight, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation 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 the Exchanging MemberTRA Parties, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule) in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, (v) 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 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 the Exchange a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (such amended Schedule, an “Amended Schedule”). The Corporation PubCo shall provide any Amended Schedule to the Exchanging Member TRA Parties within 30 thirty (30) calendar days of the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to approval the procedures similar to those described set forth in Section 2.4(a2.04(a).
Appears in 2 contracts
Samples: Business Combination Agreement (ARYA Sciences Acquisition Corp IV), Business Combination Agreement (Amicus Therapeutics, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the 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 the Exchanging MemberPartner Representative or the correction of computational errors set forth in such Schedule, (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 the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (such Schedule, an “Amended Schedule”). The Corporation shall provide any an Amended Schedule to the Exchanging Member each Partner Representative within 30 ninety (90) calendar days of the occurrence of an event referred to referenced 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 2 contracts
Samples: Tax Receivable Agreement (Blue Owl Capital Inc.), Tax Receivable Agreement (Blue Owl Capital Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation 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 the Exchanging Membera TRA Party, (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material 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 material 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 the Exchange an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation Corporate Taxpayer shall provide any an Amended Schedule to each TRA Party and to the Exchanging Member TRA Party Representative within 30 ninety (90) calendar days of the occurrence of an event referred to referenced 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 2 contracts
Samples: Tax Receivable Agreement (European Wax Center, Inc.), Tax Receivable Agreement (European Wax Center, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the 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 the Exchanging MemberMembers, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule) in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, (v) 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 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 the Exchange a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (such amended Schedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the Exchanging Member Members within 30 thirty (30) calendar days of the occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to approval the procedures similar to those described set forth in Section 2.4(a2.04(a).
Appears in 2 contracts
Samples: Tax Receivable Agreement (Bellring Brands, Inc.), Tax Receivable Agreement (Bellring Brands, Inc.)
Amended Schedule. The applicable Any Schedule for any Taxable Year may shall be amended from time to time by the Corporation in good faith (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 the Exchanging Memberapplicable TRA Holder, (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 the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (Agreement; provided, however, that such Schedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the Exchanging Member within 30 calendar days of the occurrence of an event referred to in clauses a change under clause (i) through (vi) attributable to an audit of the preceding sentence, a Tax Return by an applicable Taxing Authority shall not be taken into account on an amended Schedule unless and any until there has been a Determination with respect to such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.4(a)change.
Appears in 1 contract
Samples: Income Tax Receivable Agreement (Liberty Tax, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation 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 the Exchanging MemberSellers Advisory Firm, (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 the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (such Scheduleschedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the Exchanging Member within 30 calendar days of the occurrence of an event referred to in clauses ; provided, however, that such a change under clause (i) through (vi) attributable to an audit of the preceding sentence, and any such a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Schedule shall be subject unless and until there has been a Determination with respect to approval procedures similar to those described in Section 2.4(a)such change.
Appears in 1 contract
Samples: Business Combination Agreement (Cartesian Growth Corp)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation 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 the Exchanging Membera TRA Party, (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material 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 material 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 the Exchange TRA Holder’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation Corporate Taxpayer shall provide any an Amended Schedule to each TRA Party and to the Exchanging Member TRA Party Representative within 30 ninety (90) calendar days of the occurrence of an event referred to referenced 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 1 contract
Samples: Tax Receivable Agreement (Redbox Entertainment Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation 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 the Exchanging Membera TRA Party, (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material 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 material 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 the Exchange an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). The Corporation Corporate Taxpayer shall provide any an Amended Schedule to each applicable TRA Party when the Exchanging Member within 30 calendar days of Corporate Taxpayer delivers the occurrence of an event referred to in clauses (i) through (vi) of Basis Schedule for the preceding sentence, and following taxable year. Promptly after delivering any such Amended Schedule to a TRA Party, the Corporate Taxpayer shall be subject deliver a copy of such Amended Schedule to approval procedures similar to those described in Section 2.4(a)each Sponsor Party and each Interested Party.
Appears in 1 contract
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporation 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 originally provided to the Exchanging Member, TRA Holder Representative; (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (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 the 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 Corporation shall provide any Amended Schedule to ; provided for the Exchanging Member within 30 calendar days avoidance of the occurrence of an event referred to in clauses doubt, however, that such a change under clause (i) through (vi) of the preceding sentence, and any such shall not be taken into account on an Amended Schedule shall be subject unless and until there has been a Determination with respect to approval procedures similar to those described in Section 2.4(a)such change.
Appears in 1 contract
Samples: Tax Receivable Agreement (Astrea Acquisition Corp.)