Common use of End-of-Year True Up Clause in Contracts

End-of-Year True Up. (i) Prior to filing the Tax Return for the Taxable Year which includes the Flip Date, the Manager shall compare the Tax Benefits and Tax Costs for the portion of the Taxable Year through the calendar month in which such Flip Date was determined to have occurred, as taken into account in the calculation of such Flip Date, with the Tax Benefits and Tax Costs for such period as determined using the amounts reflected in the Tax Return as proposed to be filed, other than to the extent of any difference in such calculation of the Flip Date and such amounts reflected in the Tax Returns as the result of the application of the provisions of Section 10.2(e) or the calculation assumptions and conventions in this Section 10.2. In the event of any difference (disregarding de minimis amounts) the Manager shall apply such adjustments ratably to the Tax Payment Dates for such Taxable Year and shall re-calculate the Trigger Percentage based upon the amounts reflected in such return and shall (A) adjust the Flip Date accordingly (including by advancing or retarding the Flip Date to a prior or subsequent calendar month), and (B) determine the difference (the “Cash Difference”) between the actual cash distribution to the Class A Members on the Distribution Date immediately following the month in which such Flip Date was originally determined to have occurred (and any subsequent Distribution Dates, if relevant) and the cash distribution which would have been made on such Distribution Date(s) based on the recalculated Trigger Percentage (it being acknowledged that any difference between the Tax Benefits and Tax Costs assumed to be allocable to the Class A Interest at the time such Flip Date was first determined and the amounts of such Tax Benefits and Tax Costs reflected in the allocations pursuant to the Tax Return actually filed has been reflected in the final determination of such Flip Date under this paragraph (i)).

End-of-Year True Up. (iA) Prior to filing the Company’s Tax Return for the Taxable Year taxable year which includes the Flip DatePoint, the Manager Managing Member shall compare the Tax Benefits and Tax Costs for the portion of the Taxable Year taxable year through the calendar month in which such the Flip Date Point was determined to have occurred, as taken into account in the calculation of such the Flip DatePoint, with the Tax Benefits and Tax Costs for such period as determined using the amounts reflected in the Tax Return as proposed to be filed; provided, other than to the extent of any difference in such calculation of the Flip Date Point and such amounts reflected in the Tax Returns as is not the result of the application of inaccuracy of, or challenge to, the provisions of Section 10.2(e) or the calculation assumptions and conventions in this Section 10.2Fixed Tax Assumptions. In the event of any difference (disregarding de minimis amounts) ), the Manager shall apply such adjustments ratably to the Tax Payment Dates for such Taxable Year and Managing Member shall re-calculate the Trigger Percentage based upon the amounts reflected in such return return, and shall (Ai) adjust the Flip Date Point accordingly (including by advancing or retarding the Flip Date Point to a prior or subsequent calendar month), and (Bii) determine the difference (the “Cash Difference”) between the actual cash distribution to the Class A Members on the Distribution Date immediately following the month in which such the Flip Date Point was originally determined to have occurred (and any subsequent Distribution Dates, if relevant) and the cash distribution which that would have been made on such Distribution Date(s) based on the recalculated Trigger Percentage (it being acknowledged that any difference between the Tax Benefits and Tax Costs tax attributes assumed to be allocable to the Class A Interest Units at the time such the Flip Date Point was first determined and the amounts of such Tax Benefits and Tax Costs tax attributes reflected in the allocations pursuant to the Tax Return actually filed has will have been reflected in the final determination of such the Flip Date Point under this paragraph (iSection 5.06(b)(vi)). For the avoidance of doubt, any distribution pursuant to Section 5.02(d) shall not be excluded from the amount of the actual cash distribution and the amount of the cash distribution that would have been made based on the recalculated Trigger Percentage.

End-of-Year True Up. (i) Prior If the Class B Member achieves the Target Internal Rate of Return after the Target Flip Date, then prior to filing the Tax Return for the Taxable Tax Year which includes the Flip Date, the Manager Managing Member shall compare the Tax Benefits and Tax Costs PTC Amounts for the portion of the Taxable Tax Year through the calendar month in which such Flip Date was determined to have occurred, as taken into account in the calculation of such Flip Date, with the Tax Benefits and Tax Costs PTC Amounts for such period as determined using the amounts reflected in the Tax Return as proposed to be filed, other than to the extent of any difference in such calculation of the Flip Date and such amounts reflected in the Tax Returns as the result of the application of the provisions of Section 10.2(e7.11(c) or the calculation assumptions and conventions in this Section 10.27.11. In the event of any difference (disregarding de minimis amounts) the Manager Managing Member shall apply such adjustments ratably to the Estimated Tax Payment Dates for such Taxable Tax Year and shall re-calculate the Trigger Percentage based upon the amounts reflected in such return and shall (A) adjust the Flip Date accordingly (including by advancing or retarding the Flip Date to a prior or subsequent calendar month), and (B) determine the difference (the “Cash Difference”) between the actual cash distribution to the Class A B Members on the Distribution Date immediately following occurring in the month in which such Flip Date was originally determined to have occurred (and any subsequent Distribution Dates, if relevant) and the cash distribution which would have been made on such Distribution Date(s) based on the recalculated Trigger Percentage (it being acknowledged that any difference between the Tax Benefits and Tax Costs PTC Amounts assumed to be allocable to the Class A Interest B Interests at the time such Flip Date was first determined and the amounts of such Tax Benefits and Tax Costs PTC Amounts reflected in the allocations pursuant to the Tax Return actually filed has been reflected in the final determination of such Flip Date under this paragraph (i)).