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Common use of Applicable Principles Clause in Contracts

Applicable Principles. Subject to Section 3.03, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of HII for such Taxable Year attributable to the Basis Adjustments and Imputed Interest. 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 HII for the Series B Membership Interests and Class B Shares acquired in an Exchange. Carryovers or carrybacks of any Tax item attributable to the Basis Adjustments and the Imputed Interest 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 item includes a portion that is attributable to the Basis Adjustment or the Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. All Tax Benefit Payments (other than amounts accounted for as interest under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Exchange Assets for HII and (B) have the effect of creating additional Basis Adjustments to Exchange Assets for HII in the year of payment, and, as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

Appears in 3 contracts

Samples: Tax Receivable Agreement, Tax Receivable Agreement (Health Insurance Innovations, Inc.), Tax Receivable Agreement (Health Insurance Innovations, Inc.)

Applicable Principles. Subject to Section 3.033.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of HII the Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments and Imputed Interest, determined using a “with and without” methodology. The 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 HII for the Series B Membership Interests and Class B Shares acquired in an ExchangeCode. Carryovers or carrybacks of any Tax item attributable to the Basis Adjustments and the Imputed Interest 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 item includes a portion that is attributable to the Basis Adjustment or the Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. All The parties agree that (i) all Tax Benefit Payments attributable to the Basis Adjustments in respect of a taxable Exchange (other than amounts accounted for as interest under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Exchange Assets for HII and (B) have the effect of creating additional Basis Adjustments to Exchange Reference Assets for HII the Corporate Taxpayer in the year of payment, and, and (ii) as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

Appears in 3 contracts

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

Applicable Principles. Subject to Section 3.03, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of HII UCP, Inc. for such Taxable Year attributable to the Basis Adjustments and Imputed Interest. 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 HII UCP, Inc. for the Series B PICO Membership Interests and Class B Shares acquired in an Exchange. Carryovers or carrybacks of any Tax item attributable to the Basis Adjustments and the Imputed Interest 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 item includes a portion that is attributable to the Basis Adjustment or the Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. All Tax Benefit Payments (other than amounts accounted for as interest under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Exchange Assets for HII UCP, Inc. and (B) have the effect of creating additional Basis Adjustments to Exchange Assets for HII UCP, Inc. in the year of payment, and, as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

Appears in 3 contracts

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

Applicable Principles. Subject to Section 3.03, the The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of HII the Corporation for such Taxable Year attributable to the Exchange Basis Adjustments and Imputed Interest, determined using a “with and without” methodology. The 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 HII for the Series B Membership Interests and Class B Shares acquired in an ExchangeCorporation. Carryovers or carrybacks of any Tax item attributable to the Exchange Basis Adjustments and the Imputed Interest 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 The parties agree that (i) all Tax item includes a portion that is Benefit Payments attributable to the Exchange Basis Adjustment or the Imputed Interest and another portion that is notAdjustments, such portions shall be considered to be used in accordance with the “with and without” methodology. All Tax Benefit Payments (other than (x) amounts accounted for as interest under Imputed Interest or (y) Tax Benefit Payments attributable to the Code) Step-Up TRA Rights received by the Parthenon Shareholders, will (A) be treated as subsequent upward purchase price adjustments that give rise to further Exchange Basis Adjustments to Exchange Assets for HII the Corporation and (B) have the effect of creating additional Exchange Basis Adjustments to Exchange Assets for HII the Corporation in the year of payment, and, and (ii) as a result, such additional Exchange Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

Appears in 1 contract

Samples: Tax Receivable Agreement (loanDepot, Inc.)

Applicable Principles. Subject to Section 3.03, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of HII the Corporation for such Taxable Year attributable to the Basis Adjustments and Imputed InterestInterest determined using a “with and without” methodology. 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 HII the Corporation for the Series B Membership Interests and Class B Shares Units acquired in an Exchange. Carryovers or carrybacks of any Tax item attributable to the Basis Adjustments and the Imputed Interest 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 item includes a portion that is attributable to the Basis Adjustment or the Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. All Tax Benefit Payments (other than amounts accounted for as interest under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Exchange Assets for HII the Corporation and (B) have the effect of creating additional Basis Adjustments to Exchange Assets for HII the Corporation in the year of payment, and, as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations, as appropriate.

Appears in 1 contract

Samples: Tax Receivable Agreement (Woodside Homes, Inc.)

Applicable Principles. Subject to Section 3.033.3(a), the Realized Tax Benefit or Realized Tax Detriment in respect of each TRA Party for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of HII of, without duplication, each Consolidated Group and the Corporate Taxpayer for such Taxable Year attributable to the Exchange Basis Adjustments and Imputed Interest, as applicable, determined using a “with and without” methodology. The 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 HII the Corporate Taxpayer for the Series B Membership Interests and Class B Shares Units acquired in an ExchangeExchange or for the Units or other assets acquired in connection with the IPO Transactions, as the case may be. Carryovers or carrybacks of any Tax item attributable to the Exchange Basis Adjustments and the Imputed Interest 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 item includes a portion that is attributable to the Exchange Basis Adjustment Adjustments or the Imputed Interest 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. All The parties agree that (i) all Tax Benefit Payments in respect of a TRA Party attributable to the Exchange Basis Adjustments in respect of such TRA Party (other than amounts accounted for as interest under the Code) will (A) be treated as subsequent upward purchase price adjustments that give rise to further Basis Adjustments to Exchange Assets for HII and (B) have the effect of creating additional Exchange Basis Adjustments in respect of such TRA Party to Exchange Reference Assets for HII in respect of such TRA Party in the year of payment, and, and (ii) as a result, such additional Exchange Basis Adjustments in respect of such TRA Party will be incorporated into the current year calculation and into future year calculations, as appropriate.

Appears in 1 contract

Samples: Tax Receivable Agreement (FXCM Inc.)