No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreements. It is also intended that the provisions of the Tax Receivable Agreements will result in 85% of the Cumulative Net Realized Tax Benefit, and the Accrued Amount thereon, being paid to the Persons to whom payments are due pursuant to the Tax Receivable Agreements. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental results.
Appears in 39 contracts
Samples: Tax Receivable Agreement (Zeo Energy Corp.), Letter Agreement (ESGEN Acquisition Corp), Letter Agreement (ESGEN Acquisition Corp)
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreementsthis Agreement. It is also intended that the provisions of the Tax Receivable Agreements this Agreement will result in 85% of the Cumulative Net Realized Tax Benefit, and the Accrued Amount thereon, being paid to the Persons to whom payments are due pursuant to the Tax Receivable AgreementsTRA Holders. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental results.
Appears in 13 contracts
Samples: Tax Receivable Agreement (Allvue Systems Holdings, Inc.), Tax Receivable Agreement (Powerschool Holdings, Inc.), Tax Receivable Agreement (Powerschool Holdings, Inc.)
No Duplicative Payments. It Notwithstanding anything in this Agreement to the contrary, it is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreementsthis Agreement. It is also intended that the provisions of the Tax Receivable Agreements this Agreement will result in 85% of the Corporation’s Cumulative Net Realized Tax Benefit, and the Accrued Interest Amount thereon, being paid to the Persons to whom payments are due Members pursuant to the Tax Receivable Agreementsthis Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve so that these fundamental resultsresults are achieved.
Appears in 11 contracts
Samples: Tax Receivable Agreement, Tax Receivable Agreement, Tax Receivable Agreement (Malibu Boats, Inc.)
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreementsthis Agreement. It is also intended that the provisions of the Tax Receivable Agreements this Agreement will result in 85% of the Cumulative Net Realized Tax Benefit, and the Accrued Amount thereon, being paid to the Persons to whom payments are due TRA Holders pursuant to the Tax Receivable Agreementsthis Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental results.
Appears in 11 contracts
Samples: Tax Receivable Agreement, Tax Receivable Agreement, Tax Receivable Agreement
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreementsthis Agreement. It is also intended that the provisions of the Tax Receivable Agreements this Agreement will result in 85% of the Corporation’s Cumulative Net Realized Tax Benefit, and the Accrued Interest Amount thereon, being paid to the Persons to whom payments are due Partners pursuant to the Tax Receivable Agreementsthis Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve so that these fundamental resultsresults are achieved.
Appears in 7 contracts
Samples: Tax Receivable Agreement, Tax Receivable Agreement (Moelis & Co), Tax Receivable Agreement (Moelis & Co)
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreementsthis Agreement. It is also intended that the provisions of the Tax Receivable Agreements this Agreement will result in 85% of the Cumulative Net Realized Tax Benefit, and the Accrued Interest Amount thereon, being paid to the Persons to whom payments are due Partners pursuant to the Tax Receivable Agreementsthis Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve so that these fundamental resultsresults are achieved.
Appears in 6 contracts
Samples: Tax Receivable Agreement (Hamilton Lane INC), Tax Receivable Agreement (Hamilton Lane INC), Tax Receivable Agreement (Hamilton Lane INC)
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreements. It is also intended that the provisions of the Tax Receivable Agreements will result in 85% of the Cumulative Net Realized Tax Benefitthis Agreement, and the Accrued Amount thereon, being paid to the Persons to whom payments are due pursuant to the Tax Receivable Agreements. The provisions of this Agreement shall be construed and interpreted in accordance with such intention. It is intended that 85% of all Realized Tax Benefits for all Taxable Years (in addition to the appropriate manner Interest Amounts contemplated by this Agreement) be paid by the Corporation (subject to achieve these fundamental resultsthe provisions of Article IV).
Appears in 5 contracts
Samples: Income Tax Receivable Agreement (Olaplex Holdings, Inc.), Tax Receivable Agreement (Olaplex Holdings, Inc.), Income Tax Receivable Agreement
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreementsthis Agreement. It is also intended that the provisions of the Tax Receivable Agreements this Agreement will result in 85% of the Cumulative Net Realized Tax Benefit, and the Accrued Amount thereon, being paid to the Persons to whom due payments are due pursuant to the Tax Receivable Agreementsthis Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental results.
Appears in 5 contracts
Samples: Tax Receivable Agreement (Paya Holdings Inc.), Tax Receivable Agreement (Fintech Acquisition Corp Iii Parent Corp), Tax Receivable Agreement (Nexeo Solutions, Inc.)
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreementsthis Agreement. It is also intended that the provisions of the Tax Receivable Agreements this Agreement will result in 85% of the Corporation’s Cumulative Net Realized Tax Benefit, and the Accrued Interest Amount thereon, being paid to the Persons to whom payments are due Applicable Partners pursuant to the Tax Receivable Agreementsthis Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve so that these fundamental resultsresults are achieved.
Appears in 4 contracts
Samples: Tax Receivable Agreement (Blue Owl Capital Inc.), Tax Receivable Agreement (Perella Weinberg Partners), Tax Receivable Agreement (Blue Owl Capital Inc.)
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreementsthis Agreement. It is also intended that the provisions of the Tax Receivable Agreements this Agreement will result in 85% of the Corporation’s Cumulative Net Realized Tax Benefit, and the Accrued Interest Amount thereon, being paid to the Persons to whom payments are due Members pursuant to the Tax Receivable Agreementsthis Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve so that these fundamental resultsresults are achieved.
Appears in 4 contracts
Samples: Tax Receivable Agreement (SmileDirectClub, Inc.), Tax Receivable Agreement (SmileDirectClub, Inc.), Tax Receivable Agreement (Duff & Phelps Corp)
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreementsthis Agreement. It is also intended that the provisions of the provide that Tax Receivable Agreements will result in 85% of the Cumulative Net Realized Tax Benefit, and the Accrued Amount thereon, being Benefit Payments are paid to the Persons to whom payments are due Limited Partners pursuant to the Tax Receivable Agreementsthis Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental resultsensure such intentions are realized.
Appears in 3 contracts
Samples: Tax Receivable Agreement (Premier, Inc.), Tax Receivable Agreement (Premier, Inc.), Tax Receivable Agreement (Premier, Inc.)
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreements. It is also intended that the provisions of the Tax Receivable Agreements will result in 85% of the Cumulative Net Realized Tax Benefitthis Agreement, and the Accrued Amount thereon, being paid to the Persons to whom payments are due pursuant to the Tax Receivable Agreements. The provisions of this Agreement shall be construed and interpreted in accordance with such intention. It is intended that 85% of all Realized Tax Benefits for all Taxable Years (in addition to the appropriate manner Interest Amounts contemplated by this Agreement) be paid by the Corporation (subject to achieve these fundamental resultsthe provisions of ARTICLE IV).
Appears in 2 contracts
Samples: Reorganization Agreement (Surgery Partners, Inc.), Income Tax Receivable Agreement (Surgery Partners, Inc.)
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreements. It is also intended that the provisions of the Tax Receivable Agreements will result in 85% of the Cumulative Net Realized Tax Benefit, and the Accrued Amount thereon, Benefit being paid to the Persons to whom payments are due pursuant to the Tax Receivable Agreements. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental results.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Aris Water Solutions, Inc.), Tax Receivable Agreement (Aris Water Solutions, Inc.)
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreementsthis Agreement. It is also intended that the provisions of the Tax Receivable Agreements this Agreement will result in (i) 85% of the Cumulative Net Realized Tax Benefit, Benefit and (ii) the Accrued Amount thereonwith respect to clause (i), being paid to the Persons to whom due payments are due pursuant to the Tax Receivable Agreementsthis Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental results.
Appears in 2 contracts
Samples: Tax Receivable Agreement (MDH Acquisition Corp.), Investor Rights Agreement (MDH Acquisition Corp.)
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreementsthis Agreement. It is also intended that the provisions of the Tax Receivable Agreements will result in this Agreement, apart from Section 3.1(c), provide that eighty-five percent (85% %) of the Cumulative Net Realized Tax Benefit, and the Accrued Amount thereon, being Benefit with respect each Non-Holdings Member will be paid to the Persons to whom payments are due such Non-Holdings Member pursuant to the Tax Receivable Agreementsthis Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental resultsensure such intentions are realized.
Appears in 2 contracts
Samples: Tax Receivable Agreement (ZAIS Group Holdings, Inc.), Limited Liability Company Agreement (Hf2 Financial Management Inc.)
No Duplicative Payments. It is intended that the above provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreementsthis Agreement. It is also intended that the provisions of the Tax Receivable Agreements will result in this Agreement provide that 85% of the Cumulative Net Realized Tax Benefit, Benefit and the Accrued Interest Amount thereon, being is paid to the Persons to whom payments are due Limited Partners pursuant to the Tax Receivable Agreementsthis Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental resultsas such intentions are realized.
Appears in 2 contracts
Samples: Tax Receivable Agreement (Carlyle Group L.P.), Tax Receivable Agreement (Carlyle Group L.P.)
No Duplicative Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreements. It is also intended that the provisions of the Tax Receivable Agreements will result in 85% of the Cumulative Net Realized Tax Benefitthis Agreement, and the Accrued Amount thereon, being paid to the Persons to whom payments are due pursuant to the Tax Receivable Agreements. The provisions of this Agreement shall be construed and interpreted in accordance with such intention. It is intended that 85% of all Realized Tax Benefits for all Taxable Years (in addition to the appropriate manner Interest Amounts contemplated by this Agreement) be paid by the Corporation (subject to achieve these fundamental results.the provisions of ARTICLE IV). ARTICLE IV
Appears in 1 contract
Samples: Income Tax Receivable Agreement
No Duplicative Payments. It is intended that the above provisions of this Agreement will not result in duplicative payment of any amount (including interest) required under the Tax Receivable Agreementsthis Agreement. It is also intended that the provisions of the Tax Receivable Agreements will result in this Agreement provide that 85% of the Cumulative Net Purchaser’s Realized Tax Benefit, and plus the Accrued Amount thereonInterest Amount, being is paid to the Persons to whom payments are due Seller pursuant to the Tax Receivable Agreementsthis Agreement. The provisions of this Agreement shall be construed in the appropriate manner to achieve these fundamental resultsas such intentions are realized.
Appears in 1 contract