Consistency. Except upon the written advice of an Advisory Firm, and except for items that are explicitly described as “deemed” or in similar manner by the terms of this Agreement, the Corporation and the Exchanging Member agree to report and cause to be reported for all purposes, including federal, state, local and foreign Tax purposes and financial reporting purposes, all Tax-related items (including without limitation the Basis Adjustment and each Tax Benefit Payment) in a manner consistent with that specified by the Corporation in any Schedule required to be provided by or on behalf of the Corporation under this Agreement. Any dispute concerning such advice shall be subject to the terms of Section 7.09; provided, however, that only an Original Member shall have the right to object to such advice pursuant to this Section 6.02. In the event that an Advisory Firm is replaced with another firm acceptable to the Corporation and the Exchanging Member, such replacement Advisory Firm shall be required to perform its services under this Agreement using procedures and methodologies consistent with the previous Advisory Firm, unless otherwise required by law or the Corporation and the Exchanging Member agree to the use of other procedures and methodologies.
Appears in 5 contracts
Samples: Tax Receivable Agreement (PBF Energy Inc.), Tax Receivable Agreement (PBF Energy Inc.), Tax Receivable Agreement (DynaVox Inc.)
Consistency. (a) Except upon the written advice of an Advisory Firm, and except for items that are explicitly described Firm to the Corporation or as “deemed” or in similar manner otherwise required by the terms of this Agreementlaw, the Corporation Corporation, the Members and the any Exchanging Member Subsidiary agree to report and cause to be reported for all purposes, including U.S. federal, state, state and local and foreign Tax purposes and financial reporting purposes, all Tax-related items (including without limitation items arising from the Basis Adjustment Adjustments and each Tax Benefit Payment) in a manner consistent with that specified by the Corporation in any Schedule required to be provided by or on behalf of the Corporation under this Agreement. Any dispute Dispute concerning such advice shall be subject to the terms of Section 7.09; provided, however, that only an Original Member the Eligible Members shall have the right to object to such advice pursuant to this Section 6.02. .
(b) In the event that an Advisory Firm is replaced with another firm acceptable to by the Corporation and the Exchanging MemberCorporation, such replacement Advisory Firm shall be required to perform its services under this Agreement using procedures and methodologies consistent with those used by the previous Advisory Firm, unless (a) otherwise required by law or upon the advice of the Corporation’s counsel or (b) the Corporation and the Exchanging each such affected Member that is an Eligible Member agree to the use of other procedures and methodologies.
Appears in 3 contracts
Samples: Tax Receivable Agreement, Tax Receivable Agreement (Red Rock Resorts, Inc.), Tax Receivable Agreement (Red Rock Resorts, Inc.)
Consistency. Except upon the written advice of an Advisory Firm, and except for items that are explicitly described as “deemed” or in similar manner by the terms of this Agreement, the Corporation and the Exchanging Member agree to report and cause to be reported for all purposes, including federal, state, local and foreign Tax purposes and financial reporting purposes, all Tax-related items (including without limitation the Basis Adjustment and each Tax Benefit Payment) in a manner consistent with that specified by the Corporation in any Schedule required to be provided by or on behalf of the Corporation under this Agreement. Any dispute concerning such advice shall be subject to the terms of Section 7.097.9; provided, however, that only an Original Member shall have the right to object to such advice pursuant to this Section 6.026.2. In the event that an Advisory Firm is replaced with another firm acceptable to the Corporation and the Exchanging Member, such replacement Advisory Firm shall be required to perform its services under this Agreement using procedures and methodologies consistent with the previous Advisory Firm, unless otherwise required by law or the Corporation and the Exchanging Member agree to the use of other procedures and methodologies.
Appears in 3 contracts
Samples: Tax Receivable Agreement (Truett-Hurst, Inc.), Tax Receivable Agreement (Truett-Hurst, Inc.), Tax Receivable Agreement (Truett-Hurst, Inc.)
Consistency. Except upon the written advice of an Advisory Firm, and except for items that are explicitly described as “deemed” or in similar manner by the terms of this Agreement, the Corporation and the Exchanging Member Partner agree to report and cause to be reported for all purposes, including federal, state, local and foreign Tax purposes and financial reporting purposes, all Tax-related items (including without limitation the Basis Adjustment and each Tax Benefit Payment) in a manner consistent with that specified by the Corporation in any Schedule required to be provided by or on behalf of the Corporation under this Agreement. Any dispute concerning such advice shall be subject to the terms of Section 7.09; provided, however, that only an Original Member Partner shall have the right to object to such advice pursuant to this Section 6.02. In the event that an Advisory Firm is replaced with another firm acceptable to the Corporation and the Exchanging MemberPartner, such replacement Advisory Firm shall be required to perform its services under this Agreement using procedures and methodologies consistent with the previous Advisory Firm, unless otherwise required by law or the Corporation and the Exchanging Member Partner agree to the use of other procedures and methodologies.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Athlon Energy Inc.), Tax Receivable Agreement (Athlon Energy Inc.)
Consistency. Except upon the written advice of an Advisory Firm, and except for items that are explicitly described as “deemed” or in similar manner by the terms of this Agreement, the Corporation and the Exchanging Member agree to report and cause to be reported for all purposes, including federal, state, local and foreign Tax purposes and financial reporting purposes, all Tax-related items (including without limitation the Basis Adjustment and each Tax Benefit Payment) in a manner consistent with that specified by the Corporation in any Schedule required to be provided by or on behalf of the Corporation under this Agreement. Any dispute Dispute concerning such advice shall be subject to the terms of Section 7.09; provided, however, that only an Original Member shall have the right to object to such advice pursuant to this Section 6.02. In the event that an Advisory Firm is replaced with another firm acceptable to the Corporation and the Exchanging Member, such replacement Advisory Firm shall be required to perform its services under this Agreement using procedures and methodologies consistent with the previous Advisory Firm, unless otherwise required by law or the Corporation and the Exchanging Member agree to the use of other procedures and methodologies.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Duff & Phelps Corp), Tax Receivable Agreement (Duff & Phelps Corp)
Consistency. Except upon the written advice of an Advisory Firm, and except for items that are explicitly described as “deemed” or in similar manner by the terms of this Agreement, the Corporation and the Exchanging Member agree to report and cause to be reported for all purposes, including federal, state, local and foreign Tax purposes and financial reporting purposes, all Tax-related items (including without limitation the Basis Adjustment and each Tax Benefit Payment) in a manner consistent with that specified by the Corporation in any Schedule required to be provided by or on behalf of the Corporation under this Agreement. Any dispute concerning such advice shall be subject to the terms Reconciliation Procedures of Section 7.09; provided, however, that only an Original Member shall have the right to object to such advice pursuant to this Section 6.02. In the event that an Advisory Firm is replaced with another firm acceptable to the Corporation and the Exchanging Member, such replacement Advisory Firm shall be required to perform its services under this Agreement using procedures and methodologies consistent with the previous Advisory Firm, unless otherwise required by law or the Corporation and the Exchanging Member agree to the use of other procedures and methodologies.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Pennymac Financial Services, Inc.), Tax Receivable Agreement (Pennymac Financial Services, Inc.)