Common use of Amendments to Exchange Basis Schedule Clause in Contracts

Amendments to Exchange Basis Schedule. The Exchange Basis Schedule shall be amended from time to time by the Corporation (i) in connection with a Determination, (ii) to correct inaccuracies in the original Exchange Basis Schedule identified after the date of the Exchange as a result of the receipt of additional information or (iii) to comply with the Expert’s determination under the Reconciliation Procedures. The Corporation shall deliver (or shall cause Holdings II to deliver) the amended Exchange Basis Schedule to KRH within 60 days of the date of the related Determination, receipt of additional information or Expert’s determination, as applicable. At the time the Corporation delivers such amended Exchange Basis Schedule to KRH, it shall (x) deliver to KRH schedules and work papers providing reasonable detail regarding the preparation of the amended Exchange Basis Schedule and an Advisory Firm Letter supporting such amended Exchange Basis Schedule and (y) allow KRH reasonable access to the appropriate representatives at the Corporation, Holdings II and the Advisory Firm in connection with KRH’s review of such schedule. The amended Exchange Basis Schedule shall become final and binding on the parties unless KRH, within 30 calendar days after receiving such amended Exchange Basis Schedule, provides the Corporation with notice of a material objection to such amended Exchange Basis Schedule made in good faith and in reasonable detail. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to the Corporation, the Corporation and KRH shall employ the Reconciliation Procedures.

Appears in 3 contracts

Samples: Tax Receivable Agreement (RHI Entertainment, Inc.), Tax Receivable Agreement (RHI Entertainment, Inc.), Tax Receivable Agreement (RHI Entertainment, Inc.)

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Amendments to Exchange Basis Schedule. The Exchange Basis Schedule shall be amended from time to time by the Corporation with the consent of the Audit Committee to take account of the Imputed Principal of the Tax Benefit Payments attributable to such Exchange, as made, and may be amended from time to time by the Corporation with the consent of the Audit Committee (i) in connection with a DeterminationDetermination or change in applicable law, (ii) to correct inaccuracies in to the original Exchange Basis Schedule identified after the date of the Exchange as a result of the receipt of additional information or (iii) to comply with the Expertexpert’s determination under the Reconciliation Procedures. The Corporation shall deliver (or shall cause Holdings II to deliver) the amended Exchange Basis Schedule to KRH within 60 days of the date of the related Determination, receipt of additional information or Expert’s determination, as applicable. At the time the Corporation delivers such amended Exchange Basis Schedule to KRHHoldings, it shall (x) deliver to KRH Holdings schedules and work papers providing reasonable detail regarding the preparation of the amended Exchange Basis Schedule and an Advisory Firm Letter supporting such amended Exchange Basis Schedule and (y) allow KRH Holdings reasonable access to the appropriate representatives at the Corporation, Holdings II the Limited Partnership and the Advisory Firm in connection with KRH’s its review of such schedule. The amended Exchange Basis Schedule shall become final and binding on the parties unless KRHHoldings, within 30 calendar days after receiving such amended Exchange Basis Schedule, provides the Corporation with notice of a material objection to such amended Exchange Basis Schedule made in good faith and in reasonable detail. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 30 calendar days after such notice was delivered to the Corporation, the Corporation and KRH Holdings shall employ the Reconciliation Procedures.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Imperial Capital Group, Inc.), Tax Receivable Agreement (Imperial Capital Group, Inc.)

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