Common use of Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters Clause in Contracts

Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided in this TRA Agreement, the Business Combination Agreement, or the Limited Liability Company Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporate Taxpayer and OpCo, including the preparation, filing, or amending of any Tax Return and defending, contesting, or settling any issue pertaining to Covered Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TRA Party Representative in writing of the commencement of, and keep the TRA Party Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and OpCo or any of OpCo’s Subsidiaries by a Taxing Authority the outcome of which would reasonably be expected to affect the rights and obligations of a TRA Party under this TRA Agreement, including the Tax Benefit Payments payable to TRA Parties, and shall provide to the TRA Party Representative reasonable opportunity (at the cost and expense of the TRA Parties) to participate in or provide information and other input to the Corporate Taxpayer and OpCo and OpCo’s Subsidiaries and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and OpCo and OpCo’s Subsidiaries shall not be required to take any action that is inconsistent with any provision of the Limited Liability Company Agreement or the Business Combination Agreement; provided, further, that the Corporate Taxpayer shall not settle or fail to contest any issue pertaining to any Basis Adjustments or the deduction of Imputed Interest (in each case, that is reasonable expected to materially adversely affect the TRA Parties’ rights and obligations under this TRA Agreement) without the prior written consent of the TRA Party Representative, such consent not to be unreasonably withheld, conditioned, or delayed.

Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided in this TRA Agreement, the Business Combination Agreement, or the Limited Liability Company Agreementherein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all tax Tax matters concerning the Corporate Taxpayer and OpCo, including without limitation the preparation, filing, filing or amending of any Tax Return and defending, contesting, contesting or settling any issue pertaining to Covered Taxes; provided that the Corporate Taxpayer shall not amend any material Tax Return, settle any material Tax issue, or take any other material action pertaining to Taxes of any Blocker with respect to any taxable period (or portion thereof) ending on or prior to the date of the Reorganization without the consent of the applicable Blocker Shareholders who are 22C Parties, Carlyle Parties or TA Parties, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, settlement or other action would not reduce the payments that such Blocker Shareholders are entitled to receive hereunder or otherwise materially adversely affect such Blocker Shareholders. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the each TRA Party Representative in writing of the commencement of, and keep the each TRA Party Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and OpCo or any of OpCo’s Subsidiaries by a Taxing Authority the outcome of which would is reasonably be expected to materially affect the rights and obligations of a the TRA Party Parties under this TRA Agreement, including the Tax Benefit Payments payable to TRA Parties, and shall provide to the each TRA Party Representative reasonable opportunity (at the cost and expense of the TRA Parties) to participate in or provide information and other input to the Corporate Taxpayer and Taxpayer, OpCo and OpCo’s Subsidiaries and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and OpCo and OpCo’s Subsidiaries shall not be required to take any action that is inconsistent with any provision of the Limited Liability Company Agreement or the Business Combination LLC Agreement; provided, further, that the Corporate Taxpayer shall not settle or fail to contest any issue pertaining to any Basis Adjustments or the deduction of Imputed Interest (in each case, that is reasonable expected to materially adversely affect the TRA Parties’ rights and obligations under this TRA Agreement) without the prior written consent of the TRA Party Representative, such consent not to be unreasonably withheld, conditioned, or delayed.

Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided in this TRA Agreement, the Business Combination Agreement, Agreement or the Limited Liability Company Partnership Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all tax Tax matters concerning the Corporate Taxpayer and its Covered Subsidiaries and OpCo, including the preparation, filing, filing or amending of any Tax Return and defending, contesting, contesting or settling any issue pertaining to Covered Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TRA Party Representative in writing of the commencement of, and keep the TRA Party Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and its Covered Subsidiaries and OpCo or any of OpCo’s Subsidiaries by a Taxing Authority the outcome of which would reasonably be expected to affect the rights and obligations of a TRA Party under this TRA Agreement, including the Tax Benefit Payments payable to TRA Parties, and shall provide to the TRA Party Representative reasonable opportunity (at the cost and expense of the TRA Parties) to participate in or provide information and other input to the Corporate Taxpayer and its Covered Subsidiaries and OpCo and OpCo’s its Subsidiaries and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and its Covered Subsidiaries and OpCo and OpCo’s its Subsidiaries shall not be required to take any action that is inconsistent with any provision of the Limited Liability Company Partnership Agreement or the Business Combination Agreement; provided, provided further, that the Corporate Taxpayer and Corporate Sub shall not settle or fail to contest any issue pertaining to any Basis Adjustments or the deduction of Imputed Interest (in each case, Covered Taxes that is reasonable expected to materially adversely affect the TRA Parties’ rights and obligations under this TRA Agreement) Agreement without the prior written consent of the TRA Party Representative, such consent not to be unreasonably withheld, conditioned, or delayed.

Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided in this TRA Agreement, the Business Combination Agreement, or the Limited Liability Company Agreementherein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all tax Tax matters concerning the Corporate Taxpayer and OpCo, including without limitation the preparation, filing, filing or amending of any Tax Return and defending, contesting, contesting or settling any issue pertaining to Covered Taxes; provided that the Corporate Taxpayer shall not amend any material Tax Return, settle any material Tax issue, or take any other material action, in each case, pertaining to Taxes of any Blocker with respect to any taxable period (or portion thereof) ending on or prior to the date of the Reorganization without the consent of the TRA Party Representative, which consent shall not be unreasonably withheld, conditioned or delayed, unless such amendment, settlement or other action would not reduce the payments that such Blocker Shareholders are entitled to receive hereunder or otherwise materially adversely affect such Blocker Shareholders. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TRA Party Representative in writing of the commencement of, and keep the TRA Party Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and OpCo or any of OpCo’s Subsidiaries by a Taxing Authority the outcome of which would is reasonably be expected to materially affect the rights and obligations of a the TRA Party Parties under this TRA Agreement, including the Tax Benefit Payments payable to TRA Parties, and shall provide to the TRA Party Representative reasonable opportunity (at the cost and expense of the TRA Parties) to participate in or provide information and other input to the Corporate Taxpayer and Taxpayer, OpCo and OpCo’s Subsidiaries and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and OpCo and OpCo’s Subsidiaries shall not be required to take any action that is inconsistent with any provision of the Limited Liability Company Agreement or the Business Combination LLC Agreement; provided, further, that the Corporate Taxpayer shall not settle or fail to contest any issue pertaining to any Basis Adjustments or the deduction of Imputed Interest (in each case, that is reasonable expected to materially adversely affect the TRA Parties’ rights and obligations under this TRA Agreement) without the prior written consent of the TRA Party Representative, such consent not to be unreasonably withheld, conditioned, or delayed.

Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided herein, and except as provided in this TRA Agreement, Article V of the Business Combination Agreement, or the Limited Liability Company LLC Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all tax Tax matters concerning the Corporate Taxpayer and OpCo, including without limitation the preparation, filing, filing or amending of any Tax Return and defending, contesting, contesting or settling any issue pertaining to Covered Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TRA Party Representative in writing of or the commencement Continuing Common A Owners Representative, as the case may be, of, and keep the TRA Party Representative or the Continuing Common A Owners Representative, as the case may be, reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and OpCo or any of OpCo’s Subsidiaries by a Taxing Authority the outcome of which would is reasonably be expected to materially affect the rights and obligations of a TRA Party or the Continuing Common A Owners Representative, as the case may be, under this TRA Agreement, including the Tax Benefit Payments payable to TRA Parties, and shall provide to the TRA Party Representative or the Continuing Common A Owners Representative, as the case may be, reasonable opportunity (at the cost and expense of the TRA Parties) to participate in or provide information and other input to the Corporate Taxpayer and Taxpayer, OpCo and OpCo’s Subsidiaries and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and OpCo and OpCo’s Subsidiaries shall not be required to take any action that is inconsistent with any provision of the Limited Liability Company Agreement or the Business Combination LLC Agreement; provided, further, that the Corporate Taxpayer shall not settle or fail to contest any issue pertaining to any Basis Adjustments or the deduction of Imputed Interest (in each case, that is reasonable expected to materially adversely affect the TRA Parties’ rights and obligations under this TRA Agreement) without the prior written consent of the TRA Party Representative, such consent not to be unreasonably withheld, conditioned, or delayed.

Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided in this TRA Agreement, the Business Combination Agreement, or the Limited Liability Company Agreementherein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporate Taxpayer and OpCo, including without limitation the preparation, filing, or amending of any Tax Return and defending, contesting, contesting or settling any issue audit, contest, or other proceeding pertaining to Covered Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TRA Party Representative in writing of the commencement of, and keep the TRA Party Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and OpCo or any of OpCo’s Subsidiaries by a Taxing Authority the outcome of which would reasonably be expected to affect the rights and obligations of a TRA Party under this TRA Agreement, including the Tax Benefit Payments payable to TRA Parties, and shall provide to the TRA Party Representative reasonable opportunity (at the cost and expense of the TRA Parties) to participate in or provide information and other input to the Corporate Taxpayer and OpCo and OpCo’s Subsidiaries and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and OpCo and OpCo’s Subsidiaries shall not be required to take any action that is inconsistent with any provision of the Limited Liability Company Agreement or the Business Combination Agreement; provided, further, that the Corporate Taxpayer shall not settle or fail to contest any issue pertaining to any Basis Adjustments or the deduction of Imputed Interest (in each case, Taxes that is reasonable reasonably expected to materially and adversely affect the TRA Parties’ rights and obligations under this TRA Agreement) Agreement without the prior written consent of the TRA Party Representative, such consent not to be unreasonably withheld, conditioned, withheld or delayed. The Corporate Taxpayer shall notify the TRA Party Representative of, and keep it reasonably informed with respect to, the any tax audit or other tax contest of the Corporate Taxpayer the outcome of which is reasonably expected to reduce or defer the Tax Benefit Payments payable to any TRA Party under this Agreement and the TRA Party Representative, and any affected TRA Party, shall have the right to (i) discuss with the Corporate Taxpayer, and provide input and comment to the Corporate Taxpayer regarding, any portion of any such tax audit or other tax contest and (ii) participate in, at the affected TRA Party’s and TRA Party Representative’s expense, any such portion of any such tax audit or other tax contest to the extent it relates to issues the resolution of which would reasonably be expected to reduce or defer the Tax Benefit Payments payable to any TRA Party under this Agreement. To the extent there is a conflict between this Agreement and either the BCA or the LLC Agreement relating to tax matters and the Corporate Taxpayer, including preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes, this Agreement shall control solely with respect to the matters governed by this Agreement.

Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided herein, and except as provided in this TRA Agreement, the Business Combination Agreement, or the Limited Liability Company OpCo Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all tax Tax matters concerning the Corporate Taxpayer and OpCo, including without limitation the preparation, filing, filing or amending of any Tax Return and defending, contesting, contesting or settling any issue pertaining to Covered Taxes. Notwithstanding the foregoing, the Corporate Taxpayer PubCo shall notify the TRA Party Representative in writing of the commencement of, and keep the TRA Party Representative reasonably informed with respect to, the portion of any audit audit, examination or any other administrative or judicial proceeding (a “Tax Proceeding”) of the Corporate Taxpayer and OpCo or any of OpCo’s Subsidiaries by a Taxing Authority the outcome of which would is reasonably be expected to materially affect the rights and obligations of a TRA Party under this TRA Agreement, including the Tax Benefit Payments payable to TRA Parties, and (ii) shall provide to the TRA Party Representative reasonable opportunity (at the cost and expense of the TRA Parties) to participate in or provide information and other input to the Corporate Taxpayer and Taxpayer, OpCo and OpCo’s Subsidiaries and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and OpCo and OpCo’s Subsidiaries (iii) shall not be required to take enter into any action that is inconsistent settlement with any provision of the Limited Liability Company Agreement or the Business Combination Agreement; provided, further, that the Corporate Taxpayer shall not settle or fail to contest any issue pertaining respect to any Basis Adjustments or the deduction such portion of Imputed Interest (in each case, a Tax Proceeding that is reasonable expected to materially adversely affect could have a material and adverse effect on 24 WEIL:\98062175\19\68083.0004 the TRA Parties’ rights and obligations (including the right to receive payments) under this TRA Agreement) Agreement without the prior written consent of the TRA Party Representative, such consent not to be unreasonably withheld, conditioned, or delayed; provided, however, that the Corporate Taxpayer and OpCo shall not be required to take any action that is inconsistent with any provision of the OpCo Agreement; provided, further, that, notwithstanding anything to the contrary contained herein, the Corporate Taxpayer shall prepare, file, and/or amend all Tax Returns in accordance with applicable law (including with respect to the calculation of taxable income and any calculations required to be made under this Agreement) and nothing in this Agreement shall prevent the TRA Party Representative from disputing such Tax matters in accordance with Section 7.9.

Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided in this TRA Agreement, the Business Combination Agreement, Agreement or the Limited Liability Company Partnership Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all tax Tax matters concerning the Corporate Taxpayer and its Covered Subsidiaries and OpCo, including the preparation, filing, filing or amending of any Tax Return and defending, contesting, contesting or settling any issue pertaining to Covered Taxes. Notwithstanding the foregoing, the Corporate Taxpayer shall notify the TRA Party Representative in writing of the commencement of, and keep the TRA Party Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and its Covered Subsidiaries and OpCo or any of OpCo’s 's Subsidiaries by a Taxing Authority the outcome of which would reasonably be expected to affect the rights and obligations of a TRA Party under this TRA Agreement, including the Tax Benefit Payments payable to TRA Parties, and shall provide to the TRA Party Representative reasonable opportunity (at the cost and expense of the TRA Parties) to participate in or provide information and other input to the Corporate Taxpayer and its Covered Subsidiaries and OpCo and OpCo’s its Subsidiaries and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and its Covered Subsidiaries and OpCo and OpCo’s its Subsidiaries shall not be required to take any action that is inconsistent with any provision of the Limited Liability Company Partnership Agreement or the Business Combination Agreement; provided, provided further, that the Corporate Taxpayer shall not settle or fail to contest any issue pertaining to any Basis Adjustments or the deduction of Imputed Interest (in each case, Covered Taxes that is reasonable expected to materially adversely affect the TRA Parties’ ' rights and obligations under this TRA Agreement) Agreement without the prior written consent of the TRA Party Representative, such consent not to be unreasonably withheld, conditioned, or delayed.

Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided herein, and except as provided in this TRA Agreement, the Business Combination Agreement, or the Limited Liability Company OpCo Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all tax Tax matters concerning the Corporate Taxpayer and OpCo, including without limitation the preparation, filing, filing or amending of any Tax Return and defending, contesting, contesting or settling any issue pertaining to Covered Taxes. Notwithstanding the foregoing, the Corporate Taxpayer PubCo shall notify the TRA Party Representative in writing of the commencement of, and keep the TRA Party Representative reasonably informed with respect to, the portion of any audit audit, examination or any other administrative or judicial proceeding (a “Tax Proceeding”) of the Corporate Taxpayer and OpCo or any of OpCo’s Subsidiaries by a Taxing Authority the outcome of which would is reasonably be expected to materially and adversely affect the rights and obligations of a TRA Party under this TRA Agreement, including the Tax Benefit Payments payable to TRA Parties, and (ii) shall provide to the TRA Party Representative reasonable opportunity (at the cost and expense of the TRA Parties) to participate in or provide information and other input to the Corporate Taxpayer and Taxpayer, OpCo and OpCo’s Subsidiaries and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and OpCo and OpCo’s Subsidiaries (iii) shall not be required to take enter into any action that is inconsistent settlement with any provision of the Limited Liability Company Agreement or the Business Combination Agreement; provided, further, that the Corporate Taxpayer shall not settle or fail to contest any issue pertaining respect to any Basis Adjustments or the deduction such portion of Imputed Interest (in each case, a Tax Proceeding that is reasonable expected to materially adversely affect could have a material and adverse effect on the TRA Parties’ rights and obligations (including the right to receive payments) under this TRA Agreement) Agreement without the prior written consent of the TRA Party Representative, such consent not to be unreasonably withheld, conditioned, or delayed; provided, however, that the Corporate Taxpayer and OpCo shall not be required to take any action that is inconsistent with any provision of the OpCo Agreement; provided, further, that, notwithstanding anything to the contrary contained herein, the Corporate Taxpayer shall prepare, file, and/or amend all Tax Returns in accordance with applicable law (including with respect to the calculation of taxable income and any calculations required to be made under this Agreement) and nothing in this Agreement shall prevent the TRA Party Representative from disputing such Tax matters in accordance with Section 7.9.

Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided in this TRA Agreement, the Business Combination Agreement, or the Limited Liability Company Agreementherein, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all tax Tax matters concerning the Corporate Taxpayer and OpCo, including without limitation the preparation, filing, filing or amending of any Tax Return and defending, contesting, contesting or settling any issue pertaining to Covered Taxes. Notwithstanding the foregoing, the Corporate Taxpayer (i) shall notify the TRA Party Representative in writing of and the commencement Interested Parties of, and keep the TRA Party Representative and the Interested Parties reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and OpCo or any of OpCo’s Subsidiaries by a Taxing Authority the outcome of which would is reasonably be expected to materially affect the rights and obligations of a the TRA Party Parties and the Sponsor Parties under this TRA Agreement, including the Tax Benefit Payments payable to TRA Parties, and (ii) shall provide to the TRA Party Representative and the Interested Parties reasonable opportunity (at the cost and expense of the TRA Parties) to participate in or provide information and other input to the Corporate Taxpayer and Taxpayer, OpCo and OpCo’s Subsidiaries and their respective advisors concerning the conduct of any such portion of such auditaudit and (iii) shall not enter into any settlement with respect to any such portion of any audit of the Corporate Taxpayer and OpCo that could have a material effect on the TRA Parties’ or the Interested Parties’ rights (including the right to receive payments) under this Agreement without the written consent of the TRA Party Representative and the Sponsor Party Representative, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that the Corporate Taxpayer and OpCo and OpCo’s Subsidiaries shall not be required to take any action that is inconsistent with any provision of the Limited Liability Company Agreement or the Business Combination LLC Agreement; provided, further, that the Corporate Taxpayer shall not settle or fail to contest any issue pertaining to any Basis Adjustments or the deduction of Imputed Interest (in each case, that is reasonable expected to materially adversely affect the TRA Parties’ rights and obligations under this TRA Agreement) without the prior written consent of the . The TRA Party RepresentativeRepresentative and the Interested Parties shall cooperate in good faith with each other in reviewing, and determining its course of action with respect to, any such consent not to be unreasonably withheld, conditioned, or delayedaudit.

Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided in this TRA Agreement, the Business Combination Agreement, or the Limited Liability Company Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporate Taxpayer and OpCo, including the preparation, filing, or amending of any Tax Return and defending, contesting, or settling any issue pertaining to Covered Taxes. Notwithstanding the foregoing, the The Corporate Taxpayer shall notify the TRA Party Representative in writing of the commencement of, and keep the TRA Party Representative reasonably informed with respect to, the portion of any audit of the Corporate Taxpayer and OpCo or any of OpCo’s Subsidiaries by a Taxing Authority the outcome of which would reasonably be expected to affect the rights and obligations of a TRA Party under this TRA Agreement, including the Tax Benefit Payments payable to TRA Parties, and shall provide to the TRA Party Representative reasonable opportunity (at the cost and expense of the TRA Parties) to participate in or provide information and other input to the Corporate Taxpayer and OpCo and OpCo’s Subsidiaries and their respective advisors concerning the conduct of any such portion of such audit; provided, however, that the Corporate Taxpayer and OpCo and OpCo’s Subsidiaries shall not be required to take any action that is inconsistent with any provision of the Limited Liability Company Agreement or the Business Combination Agreement; provided, further, that the Corporate Taxpayer shall not settle or fail to contest any issue pertaining to any Basis Adjustments or the deduction of Imputed Interest (in each case, that is reasonable expected to materially adversely affect the TRA Parties’ rights and obligations under this TRA Agreement) without the prior written consent of the TRA Party Representative, such consent not to be unreasonably withheld, conditioned, or delayed. The Parties agree that the failure to provide notice pursuant to this Section 6.1 shall not be deemed to be a material breach of a material obligation under this TRA Agreement.