Attributable. A Net Tax Benefit is “Attributable” to a Member to the extent that it is derived from any Basis Adjustment or Imputed Interest that is attributable to an Exchange undertaken by or with respect to such Member.
Attributable. A Net Tax Benefit is “Attributable” to a TRA Party to the extent that it is derived from any Basis Adjustment or Imputed Interest arising as a result of an Exchange undertaken by or with respect to such TRA Party.
Attributable. A Net Tax Benefit (and related Realized Tax Benefit) is “Attributable” to a TRA Party in accordance with the following principles:
(A) any Basis Adjustments shall be determined separately with respect to each TRA Party and are Attributable to each TRA Party in an amount equal to the total Basis Adjustment relating to Common Units delivered to the Corporation by such TRA Party in the Exchange;
(B) any deduction to the Corporation in respect of Imputed Interest is Attributable to the TRA Party that is required to include the Imputed Interest in income (without regard to whether such Person is actually subject to tax thereon); and
(C) any Section 704(c) Allocation Amount shall be determined separately with respect to each TRA Party and with respect to each Exchange of Common Units by such TRA Party and is Attributable to a TRA Party and an Exchange of Common Units by such TRA Party (I) to the extent the ratio of the number of Common Units exchanged by such TRA Party in such Exchange bears to the number of all Common Units held by such TRA Party (or its successor) on the Effective Date; (II) to the extent a Section 704(c) Allocation results in income or gain allocated to such TRA Party, which income or gain would otherwise have been allocated to the Corporation if the LLC were not required to make such Section 704(c) Allocation and instead such allocations were made in accordance with the TRA Party’s and the Corporation’s economic percentage interests in the LLC at the relevant time of determination; provided, that, for the avoidance of doubt, a TRA Party shall not be entitled to any Tax Benefit Payment with respect to Section 704(c) Allocation Amounts pursuant to this Agreement until Common Units are Exchanged (or deemed Exchanged pursuant to this Agreement) and at such time as Common Units are Exchanged (or deemed Exchanged) a TRA Party shall only be entitled to that portion of the Section 704(c) Allocation Amounts that are Attributable to such Common Units exchanged by the TRA Party in such Exchange in accordance with the foregoing.
Attributable. A Net Tax Benefit that is “Attributable” to a Member with respect to any Exchange Covered Tax Assets shall be determined separately with respect to each Member and each Exchange undertaken by or with respect such Member in an amount equal to the total Exchange Covered Tax Assets relating to the Units Exchanged by or with respect to such Member.
Attributable. A Net Tax Benefit is “Attributable” to a Reorganization TRA Party to the extent that it is derived from a Pre-Reorganization Covered Tax Asset with respect to the Blocker Entity (or Units owned by such Blocker Entity) that was previously owned by such Reorganization TRA Party (in the case of a Blocker Entity with respect to which there is more than one Reorganization TRA Party, with the Net Tax Benefit apportioned to such Blocker Entity split among such Reorganization TRA Parties in a manner consistent with Exhibit B). A Net Tax Benefit is “Attributable” to an Exchange TRA Party to the extent that it is derived from an Exchange Covered Tax Asset with respect to Units that were Exchanged by such TRA Party.
Attributable. A Net Tax Benefit is “Attributable” to RIHI to the extent that it is derived from any Basis Adjustment, Imputed Interest, or Actual Interest Amount that is attributable to: (i) the RIHI IPO-Related Sale (which, for the avoidance of doubt, is composed of the RIHI Initial Common Unit Redemption and, to the extent applicable, the RIHI Follow-On Common Unit Redemption); or (ii) any RIHI Post-IPO Sale.
Attributable. A Net Tax Benefit is “Attributable” to a TRA Holder with respect to any Tax Attribute under the following principles:
(A) any Blocker Transferred Basis is Attributable to the Blocker Shareholders in accordance with such Blocker Shareholders’ proportionate ownership of the total equity interests of the Blocker Corporation immediately prior to the Blocker Mergers;
(B) any Existing Basis shall be determined separately with respect to each Member and is Attributable to a Member based on such Member’s relative pro rata share in accordance with percentage interest of Units held immediately after the Recapitalization and prior to the IPO Unit Redemption and the IPO or, in the case of a Subsequent Capital Contribution, immediately prior to such Subsequent Capital Contribution;
(C) any Exchange Basis, Basis Adjustment and Imputed Interest shall be determined separately with respect to each Member and each Exchange undertaken by or with respect such Member in an amount equal to the total Exchange Basis, Basis Adjustments and Imputed Interest relating to the Units Exchanged by or with respect to such Member.
Attributable. A Net Tax Benefit is “Attributable” to WP to the extent that it is derived from any Basis Adjustment, Imputed Interest, or Actual Interest Amount that is attributable to the WP IPO-Related Sale (which, for the avoidance of doubt, is composed of the WP Preferred Unit Liquidation, the WP Initial Common Unit Redemption, and, to the extent applicable, the WP Follow-On Common Unit Redemption).
Attributable. A Net Tax Benefit is “Attributable” to (A) a Purchase TRA Holder to the extent that it is derived from any Common Basis, Basis Adjustment, or Imputed Interest, that is attributable to such Purchase TRA Holder (whether through the Closing or otherwise, which in the case of Common Basis shall be based on the Common Basis attributable to such Purchase TRA Holder’s Common Units exchanged at the Closing for U.S. federal income tax purposes as of immediately prior to the Closing), (B) an Exchange TRA Holder to the extent that it is derived from any Common Basis, Basis Adjustment, or Imputed Interest, that is attributable to such Exchange TRA Holder (whether through an Exchange or otherwise, which in the case of Common Basis shall be based on the Common Basis attributable to such Exchange TRA Holder’s Common Units subject to a given Exchange for U.S. federal income tax purposes as of immediately prior to the applicable Exchange(s)), and (C) any Blocker TRA Holder to the extent that it is derived from any Common Basis, Blocker Attributes, or Imputed Interest (whether attributable to the Reorganization Transactions or otherwise, which in the case of Common Basis shall be based on the Common Basis attributable to such Blocker TRA Holder’s (direct or indirect (through the Blocker)) Common Units included in the Reorganization Transactions for U.S. federal income tax purposes as of immediately prior to the Reorganization Transactions), in the case of each of the foregoing clauses (A), (B) and (C), determined without regard to any dilutive or antidilutive effect of any contribution to or distribution from the LLC after the Closing, an applicable Exchange or the Reorganization Transactions.
Attributable. A Net Tax Benefit is “Attributable” to a TRA Party in accordance with the following principles:
(A) any Business Combination Existing Basis shall be determined separately with respect to each TRA Party and is Attributable to a TRA Party based on such TRA Party’s relative pro rata share in accordance with percentage interest of Common Units held immediately after the Recapitalization and prior to the Business Combination or, in the case of a Subsequent Capital Contribution, immediately prior to such Subsequent Capital Contribution;
(B) any Exchange Existing Basis shall be determined separately with respect to each TRA Party and is Attributable to each TRA Party to the extent it is attributable to Common Units that were transferred in an Exchange by such TRA Party;
(C) any Basis Adjustments shall be determined separately with respect to each TRA Party and are Attributable to each TRA Party in an amount equal to the total Basis Adjustment relating to Common Units delivered to the Corporation by such TRA Party in the Exchange or such total Basis Adjustment attributable to any distribution (or deemed distribution) to such TRA Party; and
(D) any deduction to the Corporation in respect of Imputed Interest is Attributable to the TRA Party that is required to include the Imputed Interest in income (without regard to whether such Person is actually subject to tax thereon).
