Common use of Applicable Calculation Principles Clause in Contracts

Applicable Calculation Principles. Subject to Section 3.3, the Realized Tax Benefit or Realized Tax Detriment in respect of each Exchanging Member for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of, without duplication, the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as applicable, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation for the Units acquired in an Exchange. Carryovers or carrybacks of any tax item attributable to the Basis Adjustments and Imputed Interest, as applicable, shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to the Basis Adjustments or Imputed Interest, as applicable, and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (i) any Tax Benefit Payment (other than amounts accounted for as interest under the Code) will (A) be treated as a subsequent upward purchase price adjustment and (B) have the effect of creating additional Basis Adjustments in respect of such Exchanging Member to Exchange Reference Assets in the year of payment, and (ii) as a result, such additional Basis Adjustments in respect of such Exchanging Member will be incorporated into the current year calculation and into future year calculations, as appropriate.

Applicable Calculation Principles. Subject to Section 3.32.1, Section 3.3(a), Section 4.1(c) and Section 4.3, the Realized Tax Benefit or Realized Tax Detriment in respect of each Exchanging Member for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of, without duplication, each Consolidated Group and the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as applicable, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation for the Units acquired in an Exchange. Carryovers or carrybacks of any tax Tax item attributable to the Basis Adjustments and Imputed Interest, as applicable, shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to the Basis Adjustments or Imputed Interest, as applicable, and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (i) any Tax Benefit Payment exceeding $100 in respect of an Exchanging Member attributable to the Basis Adjustments in respect of such Exchanging Member (other than amounts accounted for as interest under the Code) will (A) be treated as a subsequent upward purchase price adjustment and (B) have the effect of creating additional Basis Adjustments in respect of such Exchanging Member to Exchange Reference Assets in the year of payment, and (ii) as a result, such additional Basis Adjustments in respect of such Exchanging Member will be incorporated into the current year calculation and into future year calculations, as appropriate.

Applicable Calculation Principles. Subject to Section 3.33.3(a) and Section 4.1 hereof, the Realized Tax Benefit or Realized Tax Detriment in respect of each Exchanging TRA Member for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of, without duplication, each Consolidated Group, the Corporation and Holdings (as applicable) for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as applicable, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation for the LP Units acquired in an Exchange. Carryovers or carrybacks of any tax Tax item attributable to the Basis Adjustments and Imputed Interest, as applicable, shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to the Basis Adjustments or Imputed Interest, as applicable, and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (i) any Tax Benefit Payment exceeding $100 in respect of an Exchanging TRA Member attributable to the Basis Adjustments in respect of such Exchanging TRA Member (other than amounts accounted for as interest under the Code) will (A) be treated as a subsequent upward purchase price adjustment and (B) have the effect of creating additional Basis Adjustments in respect of such Exchanging TRA Member to Exchange Reference Assets in the year of payment, and (ii) as a result, such additional Basis Adjustments in respect of such Exchanging TRA Member will be incorporated into the current year calculation and into future year calculations, as appropriate.

Applicable Calculation Principles. Subject to Section 3.33.3(a) and Section 4.1 hereof, the Realized Tax Benefit or Realized Tax Detriment in respect of each Exchanging TRA Member for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of, without duplication, the Corporation each Consolidated Group and LC TRS I (as applicable) for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as applicable, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation LC TRS I for the Series TRS Units acquired in an Exchange. Carryovers or carrybacks of any tax Tax item attributable to the Basis Adjustments and Imputed Interest, as applicable, shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to the Basis Adjustments or Imputed Interest, as applicable, and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (i) any Tax Benefit Payment exceeding $100 in respect of an Exchanging TRA Member attributable to the Basis Adjustments in respect of such Exchanging TRA Member (other than amounts accounted for as interest under the Code) will (A) be treated as a subsequent upward purchase price adjustment and (B) have the effect of creating additional Basis Adjustments in respect of such Exchanging TRA Member to Exchange Reference Assets in the year of payment, and (ii) as a result, such additional Basis Adjustments in respect of such Exchanging TRA Member will be incorporated into the current year calculation and into future year calculations, as appropriate.

Applicable Calculation Principles. Subject to Section 3.32.1, Section 3.3(a), Section 4.1(c) and Section 4.3, the Realized Tax Benefit or Realized Tax Detriment in respect of each Exchanging Member for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of, of the Corporation (and without duplication, Holdings, but only with respect to Taxes imposed on Holdings under Section 6225 of the Corporation Code and allocable to the Corporation) for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as applicable, Tax Attributes determined using a “with and without” methodologymethodology (which shall be calculated using the methodology set forth in the definitions of Realized Tax Benefit and Realized Tax Detriment). For the avoidance of doubt, the actual liability for Taxes Actual Tax Liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation for the Units acquired in an Exchangea Redemption. Carryovers or carrybacks of any tax Tax item attributable to the Basis Adjustments and Imputed Interest, as applicable, Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income tax Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to the Basis Adjustments or Imputed Interest, as applicablea Tax Attribute, and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that that, except as otherwise required by applicable Law, (i) any Tax Benefit Payment in respect of an Eligible Member attributable to a Basis Transaction in respect of such Eligible Member (other than amounts accounted for as interest under the Code) will (A) be treated as a subsequent upward purchase price adjustment and (B) have the effect of creating additional Basis Adjustments in respect of such Exchanging Eligible Member with respect to Exchange Reference Assets in the year of payment, and (ii) as a result, such additional Basis Adjustments in respect of such Exchanging Eligible Member will be incorporated into the current year calculation and into future year calculations, as appropriate. The parties to this Agreement acknowledge and agree that, except as otherwise required by applicable law, each Basis Transaction will give rise to Basis Adjustments, to the extent permitted by applicable Law.

Applicable Calculation Principles. Subject to Section 3.33.3(a), Section 4.1(c) and Section 4.3, the Realized Tax Benefit or Realized Tax Detriment in respect of each Exchanging Member for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of, without duplication, each Consolidated Group and the Corporation (and Holdings, but only with respect to Taxes imposed on Holdings and allocable to the Consolidated Group or the Corporation) for such a Taxable Year attributable to the Basis Adjustments Adjustments, Imputed Interest and Imputed InterestInterest Amounts, as applicable, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation for the Units acquired in an Exchange. Carryovers or carrybacks of any tax Tax item attributable to the Basis Adjustments Adjustments, Imputed Interest and Imputed InterestInterest Amounts, as applicable, shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income tax and franchise Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to the Basis Adjustments Adjustments, Imputed Interest or Imputed InterestInterest Amounts, as applicable, and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (i) any Tax Benefit Payment exceeding $100 in respect of an Exchanging Partner in an Exchange attributable to the Basis Adjustments in respect of such Exchanging Partner (other than amounts accounted for as interest under the Code) will (A) be treated as a subsequent upward purchase price adjustment and (B) have the effect of creating additional Basis Adjustments in respect of such Exchanging Member Partner to Exchange Reference Assets in the year of payment, and (ii) as a result, such additional Basis Adjustments in respect of such Exchanging Member Partner will be incorporated into the current year calculation and into future year calculations, as appropriate.

Applicable Calculation Principles. Subject to Section 3.3, the Realized Tax Benefit or Realized Tax Detriment in respect of each Exchanging Member for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of, without duplication, of the Corporation Company for such Taxable Year (or portion thereof) attributable to the Basis Adjustments and Imputed InterestTax Assets, as applicable, determined by using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation for the Units acquired in an Exchange. Carryovers or carrybacks of any tax item attributable to the Basis Adjustments and Imputed InterestTax Assets, as applicable, shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax item includes a portion that is attributable to the Basis Adjustments or Imputed InterestTax Assets, as applicableapplicable (a “TRA Portion”), and another portion that is notnot (a “Non-TRA Portion”), such portions shall be considered to be used in accordance with the “with and without” methodologymethodology so that (a) the amount of any Non-TRA Portion is deemed utilized first, followed by the amount of any TRA Portion (with the TRA Portion being applied on a proportionate basis consistent with the provisions of Section 3.3), and (b) in the case of a carryback of a Non-TRA Portion, such carryback shall not affect the original “with and without” calculations made in the prior Taxable Year. The parties agree that (i) any Tax Benefit Payment attributable to the Basis Adjustments (other than amounts accounted for as interest under the Code) will (A) be treated as a subsequent upward purchase price adjustment that gives rise to further Basis Adjustments to Reference Assets for the Company, and (B) have the effect of creating additional Basis Adjustments in respect of such Exchanging Member to Exchange Reference Assets for the Company, as applicable, in the year of payment, and (ii) as a result, such additional Basis Adjustments in respect of such Exchanging Member will be incorporated into the current year calculation and into future year calculations, as appropriate.

Applicable Calculation Principles. Subject to Section 3.33.3(a), Section 3.3(a) and Section 3.3(a), the Realized Tax Benefit or Realized Tax Detriment in respect of each Exchanging Member for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of, without duplication, each Consolidated Group and the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, as applicable, determined using a “with and without” methodology. For the avoidance of doubt, the actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporation for the Units acquired in an Exchange. Carryovers or carrybacks of any tax Tax item attributable to the Basis Adjustments and Imputed Interest, as applicable, shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any tax Tax item includes a portion that is attributable to the Basis Adjustments or Imputed Interest, as applicable, and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (i) any Tax Benefit Payment exceeding $100 in respect of an Exchanging Member attributable to the Basis Adjustments in respect of such Exchanging Member (other than amounts accounted for as interest under the Code) will (A) be treated as a subsequent upward purchase price adjustment and (B) have the effect of creating additional Basis Adjustments in respect of such Exchanging Member to Exchange Reference Assets in the year of payment, and (ii) as a result, such additional Basis Adjustments in respect of such Exchanging Member will be incorporated into the current year calculation and into future year calculations, as appropriate.