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

Participation in the Corporation’s Tax Matters. Except as otherwise provided herein, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and its Subsidiaries, including, without limitation, the preparation, filing, or amending of any Tax Return and defending, contesting or settling any audit, contest, or other proceeding pertaining to taxes; provided, however, that the Corporation shall not settle or fail to contest any issue pertaining to taxes that is reasonably expected to materially or adversely affect the TRA Holders’ rights and obligations under this Agreement without the consent of the TRA Holder Representative, such consent not to be unreasonably withheld or delayed. The Corporation shall notify the TRA Holder Representative of, and keep him reasonably informed with respect to, any tax audit or other tax contest of the Corporation the outcome of which is reasonably expected to reduce or defer the Tax Benefit Payments payable to any TRA Holder under this Agreement and the TRA Holder Representative shall have the right to (a) discuss with the Corporation, and provide input and comment to the Corporation regarding, any portion of any such tax audit or other tax contest and (b) participate in, at the TRA Holder 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 Holder under this Agreement. To the extent there is a conflict between this Agreement and either the Equity Purchase Agreement or the Operating Agreement relating to tax matters concerning Covered Taxes and the Corporation, 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 Corporation’s Tax Matters. Except as otherwise provided herein, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and its Subsidiaries, including, without limitation, Subsidiaries including the preparation, filing, or amending of any Tax Return and defending, contesting or settling any audit, contest, or other proceeding pertaining to taxesTaxes; provided, however, that the Corporation shall not settle or fail to contest any issue matter pertaining to taxes Covered Taxes that is reasonably expected to materially or and adversely affect the TRA Holders’ rights and obligations under this Agreement (including by reducing or deferring the Tax Benefit Payments payable to any TRA Holder under this Agreement) without the consent of the TRA Holder Representative, such consent not to be unreasonably withheld withheld, conditioned or delayed. The Corporation shall notify the TRA Holder Representative of, and keep him it reasonably informed with respect to, any tax audit or other tax contest of the Corporation the outcome of which is reasonably expected to reduce materially and adversely affect the TRA Holders’ rights and obligations under this Agreement (including by reducing or defer deferring the Tax Benefit Payments payable to any TRA Holder under this Agreement Agreement) and the TRA Holder Representative Representative, and any affected TRA Holder, shall have the right to (ai) discuss with the Corporation (including the Corporation’s representatives, advisors and employees), and provide input and comment to the Corporation regarding, any portion of any such tax audit or other tax contest and (bii) participate in, at the affected TRA Holders’ and TRA Holder Representative’s expense, any such portion of any such tax audit or other tax contest to the extent it relates to issues matters the resolution of which would reasonably be expected to reduce materially and adversely affect the TRA Holders’ rights and obligations under this Agreement (including by reducing or defer deferring the Tax Benefit Payments payable to any TRA Holder under this Agreement). To the extent there is a conflict between this Agreement and either the Equity Purchase Business Combination Agreement or the Operating LLC Agreement relating to tax matters concerning Covered Taxes and the Corporation, including the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue matter pertaining to taxes, this Agreement shall control solely with respect to the matters governed by this Agreement.

Participation in the Corporation’s Tax Matters. Except as otherwise provided hereinherein or the LLC Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and its Subsidiaries, including, Subsidiaries including without limitation, limitation the preparation, filing, filing or amending of any Tax Return and defending, contesting or settling any audit, contest, or other proceeding pertaining to taxes; provided, however, that the Corporation shall not settle or fail to contest any issue pertaining to taxes Covered Taxes that is reasonably expected to materially or adversely affect the TRA Holders’ rights and obligations under this Agreement without the consent of the TRA Holder Representative, such consent not to be unreasonably withheld withheld, conditioned, or delayed. The Corporation shall notify the TRA Holder Representative of, and keep him it reasonably informed with respect to, any tax audit or other tax contest of the Corporation the outcome of which is reasonably expected to reduce or defer affect the Tax Benefit Payments payable to any TRA Holder under this Agreement and the TRA Holder Representative shall have the right to (ai) discuss with the Corporation, and provide input and comment to the Corporation regarding, any portion of any such tax audit or other tax contest and (bii) participate in, at the TRA Holder Representative’s expense, any such portion of any such tax audit or other tax contest contest, in each case, to the extent it reasonably relates to issues the resolution of which would reasonably be expected to reduce or defer affect the Tax Benefit Payments payable to any TRA Holder under this Agreement. To the extent there is a conflict between this Agreement and either the Equity Purchase Transaction Agreement or the Operating LLC Agreement relating to tax matters concerning Covered Taxes and the Corporation, 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 Corporation’s Tax Matters. Except as otherwise provided herein, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and its Subsidiaries, including, Subsidiaries including without limitation, limitation the preparation, filing, or amending of any Tax Return and defending, contesting or settling any audit, contest, or other proceeding pertaining to taxes; provided, however, that the Corporation shall not settle or fail to contest any issue pertaining to taxes Covered Taxes that is reasonably expected to materially or and adversely affect the TRA Holders’ rights and obligations under this Agreement without the consent of the TRA Holder Representative, such consent not to be unreasonably withheld or delayed. The Corporation shall notify the TRA Holder Representative of, and keep him it reasonably informed with respect to, the any tax audit or other tax contest of the Corporation the outcome of which is reasonably expected to reduce or defer the Tax Benefit Payments payable to any TRA Holder under this Agreement and the TRA Holder Representative shall have the right to (ai) discuss with the Corporation, and provide input and comment to the Corporation regarding, any portion of any such tax audit or other tax contest and (bii) participate in, at the TRA Holder 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 Holder under this Agreement. To the extent there is a conflict between this Agreement and either the Equity Purchase Agreement or the Operating LLC Agreement relating to tax matters concerning Covered Taxes and the Corporation, 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 Corporation’s Tax Matters. Except as otherwise provided hereinherein and in the LLC Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax Tax matters concerning the Corporation and its SubsidiariesCorporation, includingincluding preparing, without limitation, the preparation, filing, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes of the Corporation. Notwithstanding the foregoing, the Corporation (a) shall promptly notify in writing the Agent and each Self-Represented TRA Holder of, and keep the Agent and each Self-Represented TRA Holder reasonably informed with respect to, the portion of any audit, contestexamination or other administrative or judicial proceeding of the Corporation, the Company or any of their respective Affiliates by a Taxing Authority (a “Tax Proceeding”), the outcome of which is reasonably expected to affect the rights and obligations of the TRA Holders under this Agreement, (b) shall provide the Agent and each Self-Represented TRA Holder with reasonable opportunity to reasonably participate in or provide information and other input to the Corporation and its advisors concerning the conduct of any such portion of a Tax Proceeding, and (c) shall consider in good faith any reasonable comments received from the Agent and each Self-Represented TRA Holder prior to settling, abandoning or otherwise resolving any part of a Tax Proceeding that relates to a Basis Adjustment or the deduction of Imputed Interest, or other proceeding pertaining Tax Attribute (and, in each case, that is reasonably expected to taxeshave a material effect on the amounts payable to the TRA Holders under this Agreement); provided, however, that the Corporation shall not settle be required to take any action, or fail to contest refrain from taking any issue pertaining to taxes action, that is reasonably expected to materially inconsistent with any provision of the LLC Agreement or adversely affect the TRA Holders’ Business Combination Agreement. The rights and obligations under this Agreement without the consent of the TRA Holder Representative, such consent not to be unreasonably withheld or delayed. The Corporation shall notify the TRA Holder Representative of, and keep him reasonably informed with respect to, any tax audit or other tax contest responsibilities of the Corporation the outcome of which is reasonably expected to reduce or defer the Tax Benefit Payments payable to any TRA Holder under this Agreement and the TRA Holder Representative shall have the right to (a) discuss Holders with the Corporation, and provide input and comment respect to the Corporation regardingCompany and its Subsidiaries shall be as set forth in the LLC Agreement; provided, any portion of any such tax audit or other tax contest and (b) participate inhowever, at the TRA Holder Representative’s expense, any such portion of any such tax audit or other tax contest that 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 Holder under this Agreement. To the extent there is a conflict between this Agreement and either the Equity Purchase Agreement or the Operating LLC Agreement relating to tax matters concerning Covered Taxes and the Corporation, including preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes, this including with respect to a Proceeding (as defined in the LLC Agreement), the LLC Agreement shall control solely with respect to the matters governed by this Agreementextent of such conflict.

Participation in the Corporation’s Tax Matters. Except as otherwise provided herein, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and its Subsidiaries, including, Subsidiaries including without limitation, limitation the preparation, filing, filing or amending of any Tax Return and defending, contesting or settling any audit, contest, or other proceeding pertaining to taxesTaxes; provided, however, that the Corporation shall not settle or fail to contest any issue pertaining to taxes Covered Taxes that is reasonably expected to materially or adversely affect the TRA Holders’ rights and obligations under this Agreement without the consent of the TRA Holder Representative, such consent not to be unreasonably withheld or delayed. The Corporation shall notify the TRA Holder Representative of, and keep him it reasonably informed with respect to, the any tax audit or other tax contest of the Corporation the outcome of which is reasonably expected to reduce or defer affect the Tax Benefit Payments payable to any TRA Holder under this Agreement and the TRA Holder Representative Representative, and any affected TRA Holder, shall have the right to (ai) discuss with the Corporation, and provide input and comment to the Corporation regarding, any portion of any such tax audit or other tax contest and (bii) participate in, at the affected TRA Holders’ and TRA Holder 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 affect the Tax Benefit Payments payable to any TRA Holder under this Agreement. To the extent there is a conflict between this Agreement and either the Equity Purchase [Merger Agreement or the Operating Agreement LLC Agreement] relating to tax matters concerning Covered Taxes and the Corporation, 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 Corporation’s Tax Matters. Except as otherwise provided herein, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and its Subsidiaries, including, Subsidiaries including without limitation, limitation the preparation, filing, or amending of any Tax Return and defending, contesting or settling any audit, contest, or other proceeding pertaining to taxesTaxes; provided, however, that the Corporation shall not settle or fail to contest any issue pertaining to taxes Covered Taxes that is reasonably expected to materially or and adversely affect the TRA Holders’ rights and obligations under this Agreement without the consent of the TRA Holder Representative, such consent not to be unreasonably withheld or delayed. The Corporation shall notify the TRA Holder Representative of, and keep him it reasonably informed with respect to, the any tax audit or other tax contest of the Corporation the outcome of which is reasonably expected to reduce or defer the Tax Benefit Payments payable to any TRA Holder under this Agreement and the TRA Holder Representative Representative, and any affected TRA Holder, shall have the right to (ai) discuss with the Corporation, and provide input and comment to the Corporation regarding, any portion of any such tax audit or other tax contest and (bii) participate in, at the affected TRA Holders’ and TRA Holder 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 Holder under this Agreement. To the extent there is a conflict between this Agreement and either the Equity Purchase Agreement or the Operating LLC Agreement relating to tax matters concerning Covered Taxes and the Corporation, 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.