Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by 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 Taxable Year after the date the Schedule was originally provided to the Beneficiary Representative and Blocker Corporation Owners; (iii) to comply with an Expert’s determination under the Reconciliation 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 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 a Basis Schedule to take into account any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). Parent shall provide an Amended Schedule to the Beneficiary Representative and Blocker Corporation Owners within sixty (60) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.6(a). For the avoidance of doubt, if a Schedule is amended after such Schedule becomes final pursuant to Section 2.6(a), the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which such amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment is executed.
Appears in 2 contracts
Samples: Tax Receivable Agreement (GreenSky, Inc.), Tax Receivable Agreement (GreenSky, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by Parent: the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule; , (ii) to correct inaccuracies in the Schedule such Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the such Schedule was originally provided to the Beneficiary Representative and Blocker Corporation Owners; TRA Party Representative, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures applicable to this Agreement; 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; Year or (vi) to adjust a an applicable Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). Parent ) The Corporate Taxpayer shall provide an Amended Schedule to the Beneficiary TRA Party Representative and Blocker Corporation Owners within sixty (60) 30 calendar days of the occurrence of an event referenced in clauses (i) through (vi) of above. In the immediately preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.6(a). For the avoidance of doubt, if event a Schedule is amended after such Schedule becomes final pursuant to Section 2.6(a)2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which such the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment is executedactually occurs and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing the United States federal income tax return of the Corporate Taxpayer for the Taxable Year in which the amendment actually occurs.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Spree Acquisition Corp. 1 LTD), Tax Receivable Agreement (OPAL Fuels Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by Parent: (i) in connection with a Determination affecting such Schedule; (ii) to correct inaccuracies in the Schedule identified as a result of a mistake or the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to the Beneficiary Representative and the Blocker Corporation OwnersHolder; (iii) to comply with an Expert’s determination under the Reconciliation 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 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 a Basis Schedule to take into account any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). Parent shall provide an Amended Schedule to the Beneficiary Representative and the Blocker Corporation Owners Holder within sixty (60) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.6(a). For the avoidance of doubt, if a Schedule is amended after such Schedule becomes final pursuant to Section 2.6(a), the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which such amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment is executed.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Open Lending Corp), Business Combination Agreement (Nebula Acquisition Corp)
Amended Schedule. The applicable Tax Benefit Schedule for any Taxable Year may be amended from time to time by Parent: the Corporate Taxpayer (i) in connection with a Determination affecting such Tax Benefit Schedule; , (ii) to correct inaccuracies in the Tax Benefit 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 Beneficiary Representative and Blocker Corporation Owners; Eagle US, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures applicable to this Agreement; 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; , or (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 a Basis Schedule to take into account any Tax Benefit Payments made pursuant to this Agreement Year (any such Schedule, an “Amended Tax Benefit Schedule”). Parent The Corporate Taxpayer shall provide an Amended Tax Benefit Schedule to the Beneficiary Representative and Blocker Corporation Owners Eagle US within sixty (60) calendar days of the occurrence of an a material event referenced in clauses (i) through (viv) of the immediately preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.6(a)first sentence of this paragraph. For In the avoidance of doubt, if event a Tax Benefit Schedule is amended after such Tax Benefit Schedule becomes final pursuant to Section 2.6(a)2.2(a) or, if applicable, Section 7.9, (A) the Amended Tax Benefit Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which such the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment is executedactually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Tax Benefit Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Eve Holding, Inc.), Business Combination Agreement (Zanite Acquisition Corp.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by Parent: the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule; , (ii) to correct material inaccuracies in the Schedule Schedule, including those 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 Beneficiary Representative and Blocker Corporation Owners; a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; Procedures, (iv) to reflect a change in the Realized Tax Benefit or the 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 the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year; Year or (vi) to adjust a an applicable TRA Party’s Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). Parent The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Beneficiary Representative and Blocker Corporation Owners within sixty (60) calendar days of Corporate Taxpayer delivers the occurrence of an Basis Schedule for the following Taxable Year. In the event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.6(a). For the avoidance of doubt, if a Schedule is amended after such Schedule becomes final pursuant to Section 2.6(a)2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which such the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment is executedactually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Covered Taxes for the Taxable Year in which the amendment actually occurs.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Rush Street Interactive, Inc.), Business Combination Agreement (dMY Technology Group, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by Parent: the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule; , (ii) to correct material inaccuracies in the Schedule Schedule, including those 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 Beneficiary Representative and Blocker Corporation Owners; a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; Procedures, (iv) to reflect a change in the Realized Tax 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; , or (vi) to adjust a an applicable TRA Party’s Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). Parent The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Beneficiary Representative and Blocker Corporation Owners within sixty Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year (60) calendar days or, in the sole discretion of the occurrence of Corporate Taxpayer, at an event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.6(aearlier date). For In the avoidance of doubt, if event a Schedule is amended after such Schedule becomes final pursuant to Section 2.6(a)2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which such the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment is executedactually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Covered Taxes for the Taxable Year in which the amendment actually occurs.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Biote Corp.), Business Combination Agreement (FTAC Athena Acquisition Corp.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by Parent: the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule; , (ii) to correct material inaccuracies in the Schedule Schedule, including those 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 Beneficiary Representative and Blocker Corporation Owners; a TRA Party, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures applicable to this Agreement; 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 a an applicable Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). Parent The Corporate Taxpayer shall provide an Amended Schedule to the Beneficiary Representative and Blocker Corporation Owners each TRA Party within sixty thirty (6030) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.6(a). For In the avoidance of doubt, if event a Schedule is amended after such Schedule becomes final pursuant to Section 2.6(a)2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which such the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment is executedactually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall accrue the Interest Amount (or any other interest hereunder) after the due date (without extensions) for filing the United States federal income tax return of the Corporate Taxpayer for the Taxable Year in which the amendment actually occurs.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Highland Transcend Partners I Corp.), Tax Receivable Agreement (Highland Transcend Partners I Corp.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by Parent: the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule; , (ii) to correct inaccuracies in the Schedule Schedule, including those 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 Beneficiary Representative and Blocker Corporation Owners; a TRA Party, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures applicable to this Agreement; 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 a an applicable Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). Parent The Corporate Taxpayer shall provide an Amended Schedule to the Beneficiary Representative and Blocker Corporation Owners each TRA Party within sixty thirty (6030) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.6(a). For In the avoidance of doubt, if event a Schedule is amended after such Schedule becomes final pursuant to Section 2.6(a)2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which such the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment is executedactually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing the United States federal income tax return of the Corporate Taxpayer for the Taxable Year in which the amendment actually occurs.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Wm Technology, Inc.), Tax Receivable Agreement (Silver Spike Acquisition Corp.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by Parent: 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 originally provided to the Beneficiary Representative and Blocker Corporation Owners; applicable Member, (iii) to comply with an the Expert’s determination under the Reconciliation Procedures applicable to this Agreement; 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 a the Exchange Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). Parent The Corporate Taxpayer shall provide an Amended Schedule to the Beneficiary Representative and Blocker Corporation Owners each relevant Member within sixty thirty (6030) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.6(a). For In the avoidance of doubt, if event a Schedule is amended after such Schedule becomes final pursuant to Section 2.6(a)2.03(a) or, if applicable, Section 7.09, (x) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which such amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment is executedactually occurs, and (y) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer for the Taxable Year in which the amendment actually occurs.
Appears in 2 contracts
Samples: Tax Receivable Agreement (TWFG, Inc.), Tax Receivable Agreement (TWFG, Inc.)
Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by Parent: the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule; , (ii) to correct material inaccuracies in the Schedule Schedule, including those 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 Beneficiary Representative and Blocker Corporation Owners; a TRA Party, (iii) to comply with an Expert’s determination under the Reconciliation Procedures applicable to this Agreement; 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 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 a an applicable TRA Party’s Basis Schedule to take into account any Tax Benefit Payments payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). Parent The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Beneficiary Representative and Blocker Corporation Owners within sixty (60) calendar days of Corporate Taxpayer delivers the occurrence of an Basis Schedule for the following Taxable Year. In the event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.6(a). For the avoidance of doubt, if a Schedule is amended after such Schedule becomes final pursuant to Section 2.6(a)2.3(a) or, if applicable, Section 7.9, (A) the Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which such the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment is executedactually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Interest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Utz Brands, Inc.), Business Combination Agreement (Collier Creek Holdings)