Common use of Attributable Clause in Contracts

Attributable. A Net Tax Benefit is “Attributable” to an TRA Holder to the extent that it is derived from any Basis Adjustment or Imputed Interest that is attributable to such TRA Holder (whether through an Exchange), determined without regard to any dilutive or antidilutive effect of any contribution to or distribution from the Company after an applicable Exchange.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Flyexclusive Inc.), Equity Purchase Agreement (EG Acquisition Corp.)

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Attributable. A Net Tax Benefit is “Attributable” to an a TRA Holder Party to the extent that it is derived from any Basis Adjustment or Imputed Interest that is attributable arising as a result of an Exchange undertaken by or with respect to such TRA Holder (whether through an Exchange), determined without regard to any dilutive or antidilutive effect of any contribution to or distribution from the Company after an applicable ExchangeParty.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Solo Brands, Inc.), Tax Receivable Agreement (Solo Brands, Inc.)

Attributable. A Net Tax Benefit is “Attributable” to an a TRA Holder Party to the extent that it is derived from any Basis Adjustment or Imputed Interest that is attributable to a Basis Transaction undertaken by or with respect to such TRA Holder (whether through an Exchange), determined without regard to any dilutive or antidilutive effect of any contribution to or distribution from the Company after an applicable ExchangeParty.

Appears in 2 contracts

Samples: Business Combination Agreement (Amicus Therapeutics, Inc.), Business Combination Agreement (ARYA Sciences Acquisition Corp IV)

Attributable. A Net Tax Benefit is “Attributable” to an Exchange TRA Holder to the extent that it is derived from any Basis Adjustment or Imputed Interest Interest, that is attributable to such Exchange TRA Holder (whether through an ExchangeExchange or otherwise), determined without regard to any dilutive or antidilutive effect of any contribution to or distribution from the Company after an applicable Exchange.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Falcon's Beyond Global, Inc.), Merger Agreement (FAST Acquisition Corp. II)

Attributable. A Net Tax Benefit is “Attributable” to an a TRA Holder to the extent that it is derived from any Basis Adjustment or Adjustment, Imputed Interest or Actual Interest Amount that is attributable to an Exchange undertaken by or with respect to such TRA Holder (whether through an Exchange), determined without regard to any dilutive or antidilutive effect of any contribution to or distribution from the Company after an applicable Exchange.

Appears in 2 contracts

Samples: Tax Receivable Agreement (System1, Inc.), Business Combination Agreement (Trebia Acquisition Corp.)

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Attributable. A Net Tax Benefit is “Attributable” to an a TRA Holder with respect to any Tax Attribute under the following principles: (A) any Blocker Attributes are Attributable to the extent that it is derived from Blocker Shareholder; and (B) any Basis Adjustment or and Imputed Interest that is attributable 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 Basis Adjustments and Imputed Interest relating to the Class A Units Exchanged by or with respect to such TRA Holder (whether through an Exchange), determined without regard to any dilutive or antidilutive effect of any contribution to or distribution from the Company after an applicable ExchangeMember.

Appears in 1 contract

Samples: Tax Receivable Agreement (Milan Laser Inc.)

Attributable. A Net Tax Benefit is “Attributable” to an TRA Holder to the extent that it is derived from any Common Basis, Basis Adjustment Adjustment, or Imputed Interest Interest, that is attributable to such TRA Holder (whether through an Exchange, which in the case of Common Basis shall be based on the Common Basis attributable to such TRA Holder’s LLC Units subject to a given Exchange for U.S. federal income tax purposes as of immediately prior to the applicable Exchange(s)), determined without regard to any dilutive or antidilutive effect of any contribution to or distribution from the Company LLC after an applicable Exchange.

Appears in 1 contract

Samples: Tax Receivable Agreement (Sky Harbour Group Corp)

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