Specified Platform Equity Interests Clause Samples

Specified Platform Equity Interests. On or prior to December 20, 2014, Holdco Buyer shall deliver to Blocker Parent and the Company a proposed list of Platform Equity Interests (“Nominated Entities”) with an aggregate amount of items of income and gain that would be allocable to the Blockers for U.S. federal income tax purposes with respect to the sale of the such Nominated Entities if such Nominated Entities were sold as Specified Platform Equity Interests pursuant to Section 2.03(a) equal to at least twice the higher of (i) $28.5 million and (ii) amount of the Blockers’ aggregate net operating losses at such time, as determined in good faith by Blocker Parent (the higher of the amounts in (i) and (ii) the “Target Amount”) and following delivery of such list, but no later than January 26, 2015, Blocker Parent in consultation with the Company shall elect and notify Holdco Buyer which of the Nominated Entities shall be sold pursuant to Section 2.03(a) provided that the aggregate amount of items of income and gain that would be allocable to the Blockers for U.S. federal income tax purposes with respect to such sale shall be equal to (a) not less than 90% of the Target Amount, and (b) not greater than 100% of the Target Amount. In the event that no combination of Nominated Entities can be chosen to satisfy both clauses (a) and (b) of the preceding sentence, then, (x) if the 90% requirement in clause (a) of the preceding sentence is not satisfied, Holdco Buyer may, in its sole discretion, waive such requirement and (y) if the 100% requirement of clause (b) of the preceding sentence is not satisfied the parties will work in good faith (including providing reasonably requested documentation to Holdco Buyer) to find a combination of Specified Platform Equity Interests that satisfies such requirement and on failure to mutually agree on such combination, Holdco Buyer may, in its sole discretion, either (i) purchase less than 100% of the membership interests of one or more Platform Entities in order to satisfy the requirements of clause (a) and clause (b) of the preceding sentence or (ii) waive any right to indemnification, including under this Agreement, for any Tax of a Blocker that is in excess of the Tax that would have been imposed on the Blocker if the aggregate amount of items of income and gain arising from the sale was equal to 100% of the Target Amount; provided that if, taking into account the foregoing, the requirements of both clauses (a) and (b) of the preceding sentence cannot be satisfi...