Common use of Participation in the Corporation’s and the LLC’s Tax Matters Clause in Contracts

Participation in the Corporation’s and the LLC’s Tax Matters. Except as otherwise provided herein or in Article IX of the Operating Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and the LLC, including preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to taxes; provided, however, that the Corporation shall not settle any issue pertaining to Covered Taxes that is reasonably expected to materially and adversely affect the TRA Parties’ rights and obligations under this Agreement without the consent of the TRA Parties, such consent not to be unreasonably withheld or delayed. If any TRA Party fails to respond to any notice with respect to the settlement of any such issue within thirty (30) calendar days of its receipt of the applicable notice, such TRA Party shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, (i) the Corporation shall notify the TRA Parties of, and keep them reasonably informed with respect to, the portion of any audit by any Taxing Authority of the Corporation, the LLC or any of the LLC’s Subsidiaries, the outcome of which is reasonably expected to materially and adversely affect the TRA Parties’ rights and obligations under this Agreement, including the timing of anticipated Tax Benefit Payments and (ii) the TRA Parties shall have the right to participate in and to monitor at their own expense (but, for the avoidance of doubt, not to control) any such issue in any such tax audit. To the extent there is a conflict between this Agreement and the Operating Agreement as it relates to tax matters concerning Covered Taxes and the Corporation and the LLC, including preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes, this Agreement shall control.

Participation in the Corporation’s and the LLC’s Tax Matters. Except as otherwise provided herein or in Article IX of the Operating Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and or the LLC, including preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to taxes; provided, however, that the Corporation shall not settle any issue pertaining to Covered Taxes that is reasonably expected to materially and adversely affect the TRA Parties’ rights and obligations of the Mainsail Related Parties or the Just Rocks Related Parties under this Agreement in any material respect without the consent of the TRA PartiesMainsail Representative or the Just Rocks Representative, as applicable, such consent not to be unreasonably withheld or delayed. If any TRA Party the Mainsail Representative or the Just Rocks Representative fails to respond to any notice with respect to the settlement of any such issue within thirty (30) calendar days of its receipt of the applicable notice, such TRA Party the Mainsail Representative or the Just Rocks Representative, as applicable, shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, (i) the Corporation shall notify the TRA Parties Mainsail Representative and the Just Rocks Representative of, and keep them reasonably informed with respect to, the portion of any audit by any Taxing Authority of the Corporation, the LLC or any of the LLC’s Subsidiaries, the outcome of which is reasonably expected to materially and adversely affect the TRA PartiesMembers’ rights and obligations under this Agreement, including and each of the timing of anticipated Tax Benefit Payments Mainsail Representative and (ii) the TRA Parties Just Rocks Representative shall have the right to participate in and to monitor at their its own expense (but, for the avoidance of doubt, but not to control) any such issue in portion of any such tax audit. To ; provided, that neither the extent there Corporation nor the LLC shall be required to take any action, or refrain from taking any action, that is a conflict between this Agreement and inconsistent with any provision of the Operating Agreement as it relates to tax matters concerning Covered Taxes and the Corporation and the LLC, including preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes, this Agreement shall controlAgreement.

Participation in the Corporation’s and the LLC’s Tax Matters. Except as otherwise provided herein or in Article IX of the Operating Agreementherein, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and the LLC, including preparingwithout limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes; provided, however, that if ACON owns (or would own upon an Exchange of all outstanding Units) at least five (5) percent of the Class A Common Stock, the Corporation shall not settle or fail to contest any issue pertaining to Covered Taxes that is reasonably expected to materially and adversely affect the TRA PartiesMembers’ rights and obligations under this Agreement without the consent of the TRA PartiesACON, such consent not to be unreasonably withheld or delayed. If any TRA Party ACON fails to respond to any notice with respect to the settlement or other disposition of any such issue within thirty fifteen (3015) calendar days of its receipt of the applicable notice, such TRA Party ACON shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, (i) the Corporation shall notify ACON, the TRA Parties Management Representative and Fundamental of, and keep them reasonably informed with respect to, the portion of any tax audit by any Taxing Authority of the CorporationCorporation or the LLC, the LLC or any of the LLC’s Subsidiaries, the outcome of which is reasonably expected to materially and adversely affect the TRA Parties’ rights and obligations Tax Benefit Payments payable to such Members under this Agreement, including and ACON and the timing of anticipated Tax Benefit Payments and (ii) the TRA Parties Management Representative, as applicable, shall have the right to participate in and to monitor at their own expense (but, for the avoidance of doubt, not to control) any such issue in portion of any such tax Tax audit. To the extent there is a conflict between this Agreement and the Operating LLC Agreement as it relates to tax matters concerning Covered Taxes and the Corporation and the LLC, including preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes, this Agreement shall control; provided, however, that to the extent there is a conflict between this Agreement and Sections 5.05 and 9.02 of the LLC Agreement, Sections 5.05 and 9.02 of the LLC Agreement shall control.

Participation in the Corporation’s and the LLC’s Tax Matters. Except as otherwise provided herein or in Article IX of the Operating Agreementherein, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and the LLC, including preparingwithout limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes; provided, however, that if Searchlight or Rook owns (or would own upon an Exchange of all outstanding Units) at least ten percent (10%) of the Class A Common Stock, the Corporation shall not settle any issue pertaining to Covered Taxes that is reasonably expected to materially and adversely affect the TRA PartiesHolders’ rights and obligations under this Agreement without the consent of the TRA PartiesSearchlight and Rook, such consent not to be unreasonably withheld or delayed. If any TRA Party Searchlight or Rook fails to respond to any notice with respect to the settlement of any such issue within thirty fifteen (3015) calendar days of its receipt of the applicable notice, such TRA Party Searchlight or Rook, as applicable, shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, (i) the Corporation shall notify the TRA Parties Searchlight and Rook of, and keep them reasonably informed with respect to, the portion of any tax audit by any Taxing Authority of the CorporationCorporation or the LLC, the LLC or any of the LLC’s Subsidiaries, the outcome of which is reasonably expected to materially and adversely affect the Tax Benefit Payments payable to such TRA Parties’ rights and obligations Holders under this Agreement, including the timing of anticipated Tax Benefit Payments and (ii) the TRA Parties Searchlight and Rook, as applicable, shall have the right to participate in and to monitor at their own expense (but, for the avoidance of doubt, not to control) any such issue in portion of any such tax Tax audit. To the extent there is a conflict between this Agreement and the Operating LLC Agreement as it relates to tax matters concerning Covered Taxes and the Corporation and the LLC, including preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes, this Agreement shall control; provided, however, that to the extent there is a conflict between this Agreement and Sections 5.05 and 9.02 of the LLC Agreement, Sections 5.05 and 9.02 of the LLC Agreement shall control.

Participation in the Corporation’s and the LLC’s Tax Matters. Except as otherwise provided herein or in Article IX of the Operating Agreementherein, the Corporation shall have full responsibility for, and sole discretion over, all tax Tax matters concerning the Corporation and the LLC, including preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to taxes; provided, however, that without limitation the Corporation shall not settle any issue pertaining to Covered Taxes that is reasonably expected to materially and adversely affect the TRA Parties’ rights and obligations under this Agreement without the consent of the TRA Parties, such consent not to be unreasonably withheld or delayed. If any TRA Party fails to respond to any notice with respect to the settlement of any such issue within thirty (30) calendar days of its receipt of the applicable notice, such TRA Party shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, (i) the Corporation shall notify the TRA Parties of, and keep them reasonably informed with respect to, the portion of any audit by any Taxing Authority of the Corporation, the LLC or any of the LLC’s Subsidiaries, the outcome of which is reasonably expected to materially and adversely affect the TRA Parties’ rights and obligations under this Agreement, including the timing of anticipated Tax Benefit Payments and (ii) the TRA Parties shall have the right to participate in and to monitor at their own expense (but, for the avoidance of doubt, not to control) any such issue in any such tax audit. To the extent there is a conflict between this Agreement and the Operating Agreement as it relates to tax matters concerning Covered Taxes and the Corporation and the LLC, including preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxesTaxes. Notwithstanding the foregoing, PubCo (i) shall notify the TRA Holder Representatives of, and keep the TRA Holder Representatives reasonably informed with respect to, the portion of any audit, examination, or any other administrative or judicial proceeding (a “Tax Proceeding”) of the Corporation, the LLC, or any of the LLC’s Subsidiaries by a Taxing Authority the outcome of which is reasonably expected to materially and adversely affect the rights and obligations of the TRA Holders under this Agreement, (ii) shall provide the TRA Holder Representatives with reasonable opportunity to provide information and other input to the Corporation, the LLC and their respective advisors concerning the conduct of any such portion of a Tax Proceeding, and (iii) shall not enter into any settlement with respect to any such portion of a Tax Proceeding that could have a material effect on the TRA Holders’ rights (including the right to receive payments) under this Agreement without the written consent of the TRA Holder Representatives, such consent not to be unreasonably withheld, conditioned or delayed; provided, however, that the Corporation and the LLC shall not be required to take any action, or refrain from taking any action, that is inconsistent with any provision of the LLC Agreement; provided, further, that, notwithstanding anything to the contrary contained herein, the Corporation 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 controlprevent the TRA Holder Representatives from disputing such Tax matters in accordance with Section 7.9.

Participation in the Corporation’s and the LLC’s Tax Matters. Except as otherwise provided herein or in Article IX of the Operating Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and or the LLC, including preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to taxes; provided, however, subject to a requirement that the Corporation shall not settle (and shall cause the Solo Group to) act in good faith in connection with its control of any issue pertaining to Covered Taxes that matter which is reasonably expected to materially and adversely affect the any TRA Parties’ rights and obligations under this Agreement without the consent of the TRA Parties, such consent not to be unreasonably withheld or delayed. If any TRA Party fails to respond to any notice with respect to the settlement of any such issue within thirty (30) calendar days of its receipt of the applicable notice, such TRA Party shall be deemed to have consented to the proposed settlement or other dispositionAgreement. Notwithstanding the foregoing, (i) the Corporation shall notify the TRA Parties Representatives of, and keep them the TRA Representatives reasonably informed with respect to, the portion of any audit by any Taxing Authority of the Corporation, the LLC or any of the LLC’s their Subsidiaries, the outcome of which is reasonably expected to materially and adversely affect the relevant TRA Parties’ rights and obligations under this AgreementAgreement (any “Tax Claim”), including the timing of anticipated Tax Benefit Payments and (ii) the any relevant TRA Parties Representative shall have the right to participate in in, to comment and input on, and to monitor at their its own expense (but, for the avoidance of doubt, but not to control) any such issue in portion of any such tax audit. To ; provided further, that neither the extent there Corporation nor the LLC shall be required to take any action, or refrain from taking any action, that is a conflict between this Agreement and inconsistent with any provision of the Operating Agreement as it relates to tax matters concerning Covered Taxes and Agreement; provided, further, that the Corporation and the LLC, including preparation, filing shall not settle or amending of any Tax Return and defending, contesting or settling fail to contest any issue pertaining to taxes, Taxes or Tax matters where such settlement or failure to contest would reasonably be expected to materially adversely affect such TRA Parties’ rights and obligations under this Agreement shall controlwithout the written consent of the applicable TRA Representatives, such consent not to be unreasonably withheld, conditioned, or delayed.