Common use of Attributable Clause in Contracts

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.