Common use of Attribute Schedule Clause in Contracts

Attribute Schedule. Following the Closing Date, within ninety (90) calendar days after the filing of IRS Form 1120 (or any successor form) of the Corporation for a given Taxable Year, the Corporation shall deliver to the TRA Party Representative a schedule (the “Attribute Schedule”) that shows, in reasonable detail, (a) the Blocker Pre-BCA Covered Tax Assets that are available for use by the Corporation with respect to each Blocker TRA Party with respect to such Taxable Year and the portion of the Blocker Pre-BCA Covered Tax Assets that are available for use by the Corporation in future Taxable Years with respect to each Blocker TRA Party; and (b) the Exchange Covered Tax Assets that are available for use by the Corporation with respect to such Taxable Year with respect to each Exchange TRA Party that has effected an Exchange (including the Exchange Party Basis Adjustments with respect to the Reference Assets resulting from Exchanges effected in such Taxable Year and the periods over which such Exchange Party Basis Adjustments are amortizable or depreciable), and the portion of the Exchange Covered Tax Assets that are available for use by the Corporation in future Taxable Years with respect to each Exchange TRA Party that has effected an Exchange. The Attribute Schedule shall also list any limitations on the ability of the Corporation to utilize any Blocker Pre-BCA Covered Tax Assets or Exchange Covered Tax Assets under applicable laws (including as a result of the operation of Section 382 of the Code or Section 383 of the Code).

Appears in 5 contracts

Samples: Tax Receivable Agreement (Fathom Digital Manufacturing Corp), Tax Receivable Agreement (Fathom Digital Manufacturing Corp), Tax Receivable Agreement (Fathom Digital Manufacturing Corp)

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Attribute Schedule. Following the Closing Datedate of this Agreement, within ninety (90) calendar days after the filing of IRS Form 1120 (or any successor form) of the Corporation for a given each Taxable YearYear while this Agreement is still in effect, the Corporation shall deliver to the TRA Party Representative a schedule (the “Attribute Schedule”) that shows, in reasonable detail, (ai) the Blocker Pre-BCA Reorganization Covered Tax Assets that are available for use by the Corporation with respect to each Blocker Reorganization TRA Party with respect to such Taxable Year and the portion of the Blocker Pre-BCA Reorganization Covered Tax Assets that are available for use by the Corporation in future Taxable Years with respect to each Blocker Reorganization TRA PartyParty with respect to future Taxable Years; and (bii) the Exchange Covered Tax Assets that are available for use by the Corporation with respect to such Taxable Year with respect to each Exchange TRA Party that has effected an Exchange (including the Exchange Party Basis Adjustments with respect to the Reference Assets resulting from Exchanges effected in such Taxable Year and the periods over which such Exchange Party Basis Adjustments are amortizable or depreciable), and the portion of the Exchange Covered Tax Assets that are available for use by the Corporation in future Taxable Years with respect to each Exchange TRA Party that has effected an ExchangeExchange in future Taxable Years. The Attribute Schedule shall also list any limitations on the ability of the Corporation to utilize any Blocker Pre-BCA Reorganization Covered Tax Assets or Exchange Covered Tax Assets under applicable laws (including as a result of the operation of Section 382 of the Code or Section 383 of the Code). All costs and expenses incurred in connection with the provision and preparation of the Attribute Schedules and Tax Benefits Schedules under this Agreement shall be borne by the LLC.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Vacasa, Inc.), Tax Receivable Agreement (TPG Pace Solutions Corp.)

Attribute Schedule. Following the Closing IPO Date, within ninety (90) calendar days after the filing of IRS Form 1120 (or any successor form) of the Corporation Corporate Group for a given Taxable Year, the Corporation shall deliver to the TRA Party Representative, the KKR Representative and the SL Representative a schedule (the “Attribute Schedule”) that shows, in reasonable detail, (ai) the Blocker Pre-BCA IPO Covered Tax Assets that are available for use by the Corporation Corporate Group with respect to each Blocker Reorganization TRA Party with respect to such Taxable Year and the portion of the Blocker Pre-BCA IPO Covered Tax Assets that are available for use by the Corporation in future Taxable Years Corporate Group with respect to each Blocker Reorganization TRA PartyParty with respect to future Taxable Years; and (bii) the Exchange Covered Tax Assets that are available for use by the Corporation with respect to such Taxable Year with respect to each Exchange TRA Party that has effected an Exchange (including the Exchange Party Basis Adjustments with respect to the Reference Assets resulting from Exchanges effected in such Taxable Year and the periods over which such Exchange Party Basis Adjustments are amortizable or depreciable), and the portion of the Exchange Covered Tax Assets that are available for use by the Corporation in future Taxable Years Corporate Group with respect to each Exchange TRA Party that has effected an ExchangeExchange in future Taxable Years. The Attribute Schedule shall also list any limitations on the ability of the Corporation Corporate Group to utilize any Blocker Pre-BCA IPO Covered Tax Assets or Exchange Covered Tax Assets under applicable laws (including as a result of the operation of Section 382 of the Code or Section 383 of the Code).

Appears in 2 contracts

Samples: Tax Receivable Agreement (Endeavor Group Holdings, Inc.), Tax Receivable Agreement (Endeavor Group Holdings, Inc.)

Attribute Schedule. Following the Closing IPO Date, within ninety one-hundred twenty (90120) calendar days after the filing of IRS Form 1120 (or any successor form) of the Corporation Corporate Group for a given Taxable Year, the Corporation shall deliver to the TRA Party Representative GGC Nominee and the BSMH Nominee a schedule (the “Attribute Schedule”) that shows, in reasonable detail, (ai) the Blocker Pre-BCA IPO Covered Tax Assets that are available for use by the Corporation Corporate Group and the LLC with respect to each Blocker Reorganization TRA Party with respect to such Taxable Year and the portion of the Blocker Pre-BCA IPO Covered Tax Assets that are available for use by the Corporation in future Taxable Years Corporate Group and the LLC with respect to each Blocker Reorganization TRA PartyParty with respect to future Taxable Years; and (bii) the Exchange Covered Tax Assets that are available for use by the Corporation Corporate Group and the LLC with respect to such Taxable Year with respect to each Exchange TRA Party that has effected an Exchange (including the Exchange Party Basis Adjustments with respect to the Reference Assets resulting from Exchanges effected in such Taxable Year and the periods over which such Exchange Party Basis Adjustments are amortizable or depreciable), and the portion of the Exchange Covered Tax Assets that are available for use by the Corporation in future Taxable Years Corporate Group and the LLC with respect to each Exchange TRA Party that has effected an ExchangeExchange in future Taxable Years. The Attribute Schedule shall also list any limitations on the ability of the Corporation Corporate Group and the LLC to utilize any Blocker Pre-BCA IPO Covered Tax Assets or Exchange Covered Tax Assets under applicable laws (including as a result of the operation of Section 382 of the Code or Section 383 of the Code).

Appears in 1 contract

Samples: Tax Receivable Agreement (Ensemble Health Partners, Inc.)

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Attribute Schedule. Following the Closing IPO Date, within ninety (90) calendar days after the filing of IRS Form 1120 (or any successor form) of the Corporation Corporate Group for a given Taxable Year, the Corporation shall deliver to the TRA Party Representative and the SL Representative a schedule (the “Attribute Schedule”) that shows, in reasonable detail, (ai) the Blocker Pre-BCA IPO Covered Tax Assets that are available for use by the Corporation Corporate Group with respect to each Blocker Reorganization TRA Party with respect to such Taxable Year and the portion of the Blocker Pre-BCA IPO Covered Tax Assets that are available for use by the Corporation in future Taxable Years Corporate Group with respect to each Blocker Reorganization TRA PartyParty with respect to future Taxable Years; and (bii) the Exchange Covered Tax Assets that are available for use by the Corporation with respect to such Taxable Year with respect to each Exchange TRA Party that has effected an Exchange (including the Exchange Party Basis Adjustments with respect to the Reference Assets resulting from Exchanges effected in such Taxable Year and the periods over which such Exchange Party Basis Adjustments are amortizable or depreciable), and the portion of the Exchange Covered Tax Assets that are available for use by the Corporation in future Taxable Years Corporate Group with respect to each Exchange TRA Party that has effected an ExchangeExchange in future Taxable Years. The Attribute Schedule shall also list any limitations on the ability of the Corporation Corporate Group to utilize any Blocker Pre-BCA IPO Covered Tax Assets or Exchange Covered Tax Assets under applicable laws (including as a result of the operation of Section 382 of the Code or Section 383 of the Code).

Appears in 1 contract

Samples: Tax Receivable Agreement (Endeavor Group Holdings, Inc.)

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