Common use of Tax Benefit Schedule Clause in Contracts

Tax Benefit Schedule. Within ninety (90) calendar days after the filing of the U.S. federal income tax return of the Corporation for any federal Taxable Year (each such federal Taxable Year together with the state or foreign Taxable Years ending in the same calendar year as such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth day the “Schedule Delivery Date”), the Corporation shall provide to the Existing Stockholders Representative a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”)), in reasonable detail, (i) the calculation of the Realized Tax Benefit for the Subject Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Subject Taxable Year, (iii) the calculation of any Realized Tax Benefit for the Taxable Year immediately preceding the Subject Taxable Year (the “Rollover Taxable Year”), in the case of any relevant Tax Return that was filed following the Specified Filing Date relating to the Rollover Taxable Year, and (iv) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Rollover Taxable Year (collectively a “Tax Benefit Schedule”). Concurrently the Corporation shall also deliver to the Existing Stockholders Representative all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment. The Schedule will become final as provided in Section 2.03(a) and may be amended as provided in Section 2.03(b) (subject to the procedures set forth in Section 2.03(a)).

Tax Benefit Schedule. (a) Within ninety sixty (9060) calendar days after the filing of the U.S. federal income tax return of the Parent Corporation Return for any federal Taxable Year (each such federal Taxable Year together with the state in which there is a Realized Tax Benefit or foreign Taxable Years ending in the same calendar year as such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth day the “Schedule Delivery Date”)Realized Tax Detriment, the Parent Corporation shall provide to the Existing Stockholders Representative Agent: (i) a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”)), in reasonable detail, (i) the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year and the Subject Taxable Year, (ii) the calculation allocation of any payment to Net Tax Benefit among the TRA Holders, which allocation shall be made to the Existing Stockholders pursuant to Article III in accordance with respect to the Subject Taxable Year, Schedule A (iii) the calculation of any Realized Tax Benefit for the Taxable Year immediately preceding the Subject Taxable Year (the “Rollover Taxable Year”), in the case of any relevant Tax Return that was filed following the Specified Filing Date relating to the Rollover Taxable Year, and (iv) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Rollover Taxable Year (collectively a “Tax Benefit Schedule”), (ii) the Parent Corporation Return, (iii) a reasonably detailed calculation by the Parent Corporation of the Hypothetical Tax Liability, (iv) a reasonably detailed calculation by the Parent Corporation of the Actual Tax Liability, and (v) any other work papers related thereto that are reasonably available to the Parent Corporation and requested by Agent. Concurrently In addition, the Parent Corporation shall also deliver allow Agent reasonable access to the Existing Stockholders Representative all supporting information (including work papers and valuation reports) reasonably necessary to support appropriate representatives of the calculation Parent Corporation Group in connection with a review of such paymentTax Benefit Schedule. The Parent Corporation may use reasonable estimation methodologies for calculating the portion of any Realized Tax Benefit or Realized Tax Detriment attributable to U.S. state or local Taxes. The Tax Benefit Schedule will become final as provided in Section 2.03(a2.3(a) and may be amended as provided in Section 2.03(b2.3(b) (subject to the procedures set forth in Section 2.03(a2.3(b)). (b) For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryovers or carrybacks of any Designated Tax Attribute shall be considered to be subject to the rules of the Code and the Treasury Regulations, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to any Designated Tax Attribute and another portion that is not so attributable, such respective portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (i) any payment under this Agreement (to the extent permitted by law and other than amounts accounted for as Imputed Interest) will have the effect of creating Additional Basis in Reference Assets for the Parent Corporation Group in the year of payment to the extent that the payment is made to Non-Blocker Holders, and (ii) as a result, such Additional Basis will be incorporated into the calculation for the year of payment and into future year calculations, as appropriate.

Tax Benefit Schedule. Within ninety (90) 90 calendar days after the filing of the U.S. federal income tax return of the Corporation for any federal Taxable Year (each such federal Taxable Year together with the state or foreign local Taxable Years ending in the same calendar year as such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth 90th day the “Schedule Delivery Date”), the Corporation shall provide to the Existing Stockholders Representative a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign local Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”)), in reasonable detail, (i) the calculation of the Realized Tax Benefit for the Subject Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Subject Taxable Year, (iii) the calculation of any Realized Tax Benefit for the Taxable Year immediately preceding the Subject Taxable Year (the “Rollover Taxable Year”), in the case of any relevant Tax Return that was filed following the Specified Filing Date relating to the Rollover Taxable Year, and (iv) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Rollover Taxable Year (collectively a “Tax Benefit Schedule”). Concurrently the Corporation shall also deliver to the Existing Stockholders Representative all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment. The Schedule will become final as provided in Section 2.03(a) and may be amended as provided in Section 2.03(b) (subject to the procedures set forth in Section 2.03(a)).

Tax Benefit Schedule. (a) Within ninety sixty (9060) calendar days after the filing of the U.S. federal income tax return of the Parent Corporation Return for any federal Taxable Year (each such federal Taxable Year together with the state in which there is a Realized Tax Benefit or foreign Taxable Years ending in the same calendar year as such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth day the “Schedule Delivery Date”)Realized Tax Detriment, the Parent Corporation shall provide to the Existing Stockholders Representative Seller: (i) a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”)), in reasonable detail, (i) the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year and the Subject Taxable Year, (ii) the calculation allocation of any payment to Net Tax Benefit among the TRA Holders, which allocation shall be made to the Existing Stockholders pursuant to Article III in accordance with respect to the Subject Taxable Year, Schedule A (iii) the calculation of any Realized Tax Benefit for the Taxable Year immediately preceding the Subject Taxable Year (the “Rollover Taxable Year”), in the case of any relevant Tax Return that was filed following the Specified Filing Date relating to the Rollover Taxable Year, and (iv) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Rollover Taxable Year (collectively a “Tax Benefit Schedule”), (ii) the Parent Corporation Return, (iii) a reasonably detailed calculation by the Parent Corporation of the Hypothetical Tax Liability, (iv) a reasonably detailed calculation by the Parent Corporation of the Actual Tax Liability, and (v) any other work papers related thereto that are reasonably available to the Parent Corporation and requested by Seller. Concurrently In addition, the Parent Corporation shall also deliver allow Seller reasonable access to the Existing Stockholders Representative all supporting information (including work papers and valuation reports) reasonably necessary to support appropriate representatives of the calculation Parent Corporation Group in connection with a review of such paymentTax Benefit Schedule. The Parent Corporation may use reasonable estimation methodologies for calculating the portion of any Realized Tax Benefit or Realized Tax Detriment attributable to U.S. state or local Taxes. The Tax Benefit Schedule will become final as provided in Section 2.03(a2.3(a) and may be amended as provided in Section 2.03(b2.3(b) (subject to the procedures set forth in Section 2.03(a2.3(b)). (b) For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryovers or carrybacks of any Designated Tax Attribute shall be considered to be subject to the rules of the Code and the Treasury Regulations, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to any Designated Tax Attribute and another portion that is not so attributable, such respective portions shall be considered to be used in accordance with a “with and without” methodology. The parties agree that (i) any payment under this Agreement (to the extent permitted by law and other than amounts accounted for as Imputed Interest) will have the effect of creating Additional Basis in Reference Assets (other than Reference Assets owned by a Corporate Entity) for the Parent Corporation Group in the year of payment to the extent that the payment is allocated to Seller, and (ii) as a result, such Additional Basis will be incorporated into the calculation for the year of payment and into future year calculations, as appropriate.

Tax Benefit Schedule. Within ninety (90) calendar days after the filing extended due date of the U.S. federal income tax return of the Corporation Return for any federal Taxable Year (each such federal Taxable Year together with the state in which there is a Realized Tax Benefit or foreign Taxable Years ending in the same calendar year as such federal Taxable Year, Realized Tax Detriment that is Attributable to a “Subject Taxable Year,” and such ninetieth day the “Schedule Delivery Date”)TRA Holder, the Corporation shall provide to the Existing Stockholders Representative Agent: (i) a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”)), in reasonable detail, (iA) the calculation of the Realized Tax Benefit or Realized Tax Detriment and the components thereof for the Subject such Taxable Year, (iiB) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III Accrued Amount with respect to the Subject Taxable Yearany related Net Tax Benefit, (iiiC) the calculation of any Realized Tax Benefit for the Taxable Year immediately preceding the Subject Taxable Year (the “Rollover Taxable Year”), in the case of any relevant Tax Return that was filed following the Specified Filing Date relating Payment determined pursuant to the Rollover Taxable YearSection 3.1(b) due to each such TRA Holder, and (ivD) the calculation portion of any payment such Tax Benefit Payment and Accrued Amount that the Corporation intends to be made to the Existing Stockholders pursuant to Article III with respect to the Rollover Taxable Year treat as Imputed Interest (collectively a “Tax Benefit Schedule”), (ii) a reasonably detailed calculation by the Corporation of the Hypothetical Tax Liability (the “without” calculation), (iii) a reasonably detailed calculation by the Corporation of the Actual Tax Liability (the “with” calculation), (iv) a copy of the Corporation Return for such Taxable Year, (v) a Corporation Letter supporting such Tax Benefit Schedule and (vi) any other work papers relating to the items in the foregoing clauses (i) through (v) as are reasonably requested by the Agent. Concurrently All costs and expenses incurred in connection with the provision and preparation of any Schedules, calculations, other work papers, or the Corporation Letter to the Agent or any TRA Holder in connection with this Article II shall be borne by the Company. In addition, the Corporation shall also deliver allow the Agent reasonable access at no cost to the Existing Stockholders Representative all supporting information (including work papers and valuation reports) reasonably necessary to support appropriate representatives of the calculation Corporation in connection with a review of such paymentany of the foregoing. The Tax Benefit Schedule will become final as provided in Section 2.03(a2.4(a) and may be amended as provided in Section 2.03(b2.4(b) (subject to the procedures set forth in Section 2.03(a2.4(b)).

Tax Benefit Schedule. Within ninety (90) calendar days after the filing of the U.S. federal Federal income tax return Tax Return of the Corporation for any federal Taxable Year in which there is an Overall Realized Tax Benefit or an Overall Realized Tax Detriment (each such federal Taxable Year together with the state or foreign Taxable Years ending in the same calendar year as such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth day the “Schedule Delivery Date”soon as practicable thereafter), the Corporation shall provide to the Existing Stockholders Representative each Participant a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”)), in reasonable detail, the calculation of (i) the calculation of the Overall Realized Tax Benefit or Overall Realized Tax Detriment for the Subject such Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Subject such Participant’s Sharing Percentage for such Taxable Year, (iii) the calculation of any Realized Tax Benefit such Participant’s Uncompensated Attributes for the Taxable Year immediately preceding the Subject such Taxable Year (the “Rollover Taxable Year”), in the case of any relevant Tax Return that was filed following the Specified Filing Date relating calculated by reference to the Rollover Taxable YearAttributes Allocable to such Participant), and (iv) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Rollover such Participant’s Tax Benefit Payment for such Taxable Year (collectively a “Tax Benefit Schedule”). Concurrently the Corporation shall also deliver provide to the Existing Stockholders Representative each Participant all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment. The Schedule will become final as provided in Section 2.03(a2.04(a) and may be amended as provided in Section 2.03(b2.04(b) (subject to the procedures set forth in Section 2.03(a2.04(a)). Subject to Section 4.03(a), the Overall Realized Tax Benefit or Overall Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase, respectively, in the actual liability for Taxes of the Corporation and its subsidiaries (and the LLC and its subsidiaries, as applicable and without duplication (but, in each case, only with respect to Taxes imposed on the LLC and allocable to the Corporation or to members of the consolidated, combined, affiliated or unitary group of which the Corporation is a parent)) for such Taxable Year (or portion thereof) attributable to the Basis Adjustments, the Imputed Interest, and the Pre-IPO NOLs, determined using a “with and without” methodology and shall be construed accordingly. For the avoidance of doubt, such actual liability for Taxes will take into account any deduction of Imputed Interest. Carryovers or carrybacks of any Tax item attributable to the Basis Adjustments, Imputed Interest, and the Pre-IPO NOLs shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type.

Tax Benefit Schedule. (a) Within ninety (90) 120 calendar days after the filing of the U.S. federal income tax return of the Parent Corporation Return for any federal Taxable Year (each such federal Taxable Year together with the state in which there is a Realized Tax Benefit or foreign Taxable Years ending in the same calendar year as such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth day the “Schedule Delivery Date”)Realized Tax Detriment, the Parent Corporation shall provide to the Existing Stockholders Representative each TRA Holder: (i) a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”)), in reasonable detail, (iA) the calculation of the Realized Tax Benefit for the Subject Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Subject Taxable Year, (iii) the calculation of any or Realized Tax Benefit Detriment for the Taxable Year immediately preceding the Subject Taxable Year (the “Rollover Taxable Year”), in the case of any relevant Tax Return that was filed following the Specified Filing Date relating to the Rollover such Taxable Year, and (ivB) an allocation of the calculation amount of any payment Net Tax Benefit among the TRA Holders, which allocation shall set forth the portion of such Net Tax Benefit payable to be made to the Existing Stockholders pursuant to Article III each TRA Holder in accordance with respect to the Rollover Taxable Year Schedule A attached hereto (collectively a “Tax Benefit Schedule”). Concurrently , (ii) a reasonably detailed calculation by the Parent Corporation shall also deliver of the Hypothetical Tax Liability, (iii) a reasonably detailed calculation by the Parent Corporation of the Actual Tax Liability, and (iv) any other work papers related thereto that are reasonably available to the Existing Stockholders Representative all supporting information (including work papers Parent Corporation and valuation reports) reasonably necessary to support the calculation of such paymentrequested by any TRA Holder. The Parent Corporation may use reasonable estimation methodologies for calculating the portion of any Realized Tax Benefit or Realized Tax Detriment attributable to U.S. state or local Taxes. The Tax Benefit Schedule will become final as provided in Section 2.03(a2.4(a) and may be amended as provided in Section 2.03(b2.4(b) (subject to the procedures set forth in Section 2.03(a2.4(b)). (b) For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any Taxable Year, carryovers or carrybacks of any Tax item (or portions thereof) that is attributable to any Designated Tax Attribute shall be considered to be subject to the rules of the Code and the Treasury Regulations, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to any Designated Tax Attribute and another portion that is not so attributable, such respective portions shall be considered to be used in accordance with the “with and without” methodology. The parties agree that (i) any payment under this Agreement (to the extent permitted by Law and other than amounts accounted for as Imputed Interest) will have the effect of creating Additional Basis in Reference Assets for the Parent Corporation Group in the year of payment to the extent that the payment is made to CF OMS or its successors and assigns, and (ii) to the extent that Additional Basis is created, such Additional Basis will be incorporated into the calculation for the year of payment and into future year calculations, as appropriate.

Tax Benefit Schedule. Within ninety (90a) calendar days after With respect to each Subject Taxable Year, the filing Corporation shall, on or before April 14 following the end of the U.S. federal income tax return of the Corporation for any federal Subject Taxable Year (each such federal Taxable Year together with the state or foreign Taxable Years ending in the same calendar year as such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth day the “Schedule Delivery Date”), the Corporation shall provide to the Existing Stockholders TRA Representative a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”)), showing in reasonable detail, the Corporation’s good faith estimate of (i) the calculation of the Realized Tax Benefit (or the Realized Tax Detriment) for the Subject Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders TRA Parties pursuant to Article III with respect to the Subject Taxable Year, and (iii) the calculation of any Realized Tax Benefit for the Taxable Year immediately preceding including the Subject Applicable Date, a statement of the initial Covered Tax Attributes, and for each Taxable Year (thereafter, a statement of the “Rollover Taxable Year”), in the case of any relevant remaining Covered Tax Return that was filed following the Specified Filing Date relating Attributes as updated to the Rollover Taxable Yearextent necessary to reflect utilization, depreciation and amortization, and (iv) the calculation of any payment to be made other events subsequent to the Existing Stockholders pursuant to Article III with respect to Applicable Date that would impact the Rollover Taxable Year Covered Tax Attributes (collectively a an “Estimated Tax Benefit Schedule”). Concurrently the Corporation shall also deliver to the Existing Stockholders TRA Representative all supporting information (including work papers and valuation reportspapers) reasonably necessary to support the calculation of such payment. The . (b) Within one hundred twenty (120) calendar days after the filing of the U.S. federal income tax return of the Corporate Taxpayer for any Subject Taxable Year, the Corporation shall provide to the TRA Representative an updated Tax Benefit Schedule containing the information described in Section 2.2(a) (the “Final Tax Benefit Schedule”) along with all supporting information (including workpapers) reasonably necessary to support the calculation of any payment to be made to the TRA Parties with respect to the Subject Taxable Year. (c) Each of the Estimated Tax Benefit Schedule and Final Tax Benefit Schedule will become final as provided in Section 2.03(a2.3(a) and may be amended as provided in Section 2.03(b2.3(b) (subject to the procedures set forth in Section 2.03(a2.3(a)). (d) Subject to Article IV and the assumptions prescribed herein for making such calculation, the Realized Tax Benefit (or the Realized Tax Detriment) for each Taxable Year is intended to measure the decrease (or increase) in the liability for Taxes of the Corporation for such Taxable Year attributable to the Covered Tax Attributes, determined using a “with and without” methodology and the Agreed Principles. Carryovers or carrybacks of any Tax item attributable to any of the Covered Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to any Covered Tax Attribute and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties also acknowledge and agree that this Agreement shall be interpreted and applied in a manner consistent with the TRA Model.

Tax Benefit Schedule. Within ninety No later than thirty (9030) calendar days after the earlier of (i) the filing of the U.S. federal income tax return of the Corporation for any federal Taxable Year ending after the Calculation Date or (each ii) the due date (taking into account extensions) of such tax return for any such federal Taxable Year together with the state or foreign Taxable Years ending in the same calendar year as (each such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth thirtieth day the “Schedule Delivery Date”), the Corporation shall provide to the Existing Stockholders Representative a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO for a Subject Taxable Year and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”))2.2, in reasonable detail, (i) the calculation of the Realized Tax Benefit for the Subject Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Subject Taxable Year, and (iii) the calculation of any Realized Tax Benefit for the first Taxable Year immediately preceding following the Subject IPO, a statement of the initial Pre-IPO Tax Attributes, and for each Taxable Year (thereafter, a statement of the “Rollover Taxable Year”), in the case of any relevant remaining Pre-IPO Tax Return that was filed following the Specified Filing Date relating Attributes as updated to the Rollover Taxable Yearextent necessary to reflect utilization, depreciation and amortization, and (iv) the calculation of any payment to be made other events subsequent to the Existing Stockholders pursuant to Article III with respect to IPO that would impact the Rollover Taxable Year Pre-IPO Tax Attributes (collectively a “Tax Benefit Schedule”). Concurrently the Corporation shall also deliver to the Existing Stockholders Representative all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment. The Schedule will become final as provided in Section 2.03(a2.3(a) and may be amended as provided in Section 2.03(b2.3(b) (subject to the procedures set forth in Section 2.03(a2.3(a)).

Tax Benefit Schedule. Within ninety (90) calendar days after the filing of the U.S. federal income tax return Tax Return of US NewCo (or, in the case that US NewCo is a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Sections 1501 et seq. of the Corporation Code, the Tax Return of such group) for any federal Taxable Year (each such federal Taxable Year together with the state or foreign Taxable Years ending in the same calendar year as such federal Taxable Year, a “Subject Taxable Year,” each such filing date a “Specified Filing Date,” and such ninetieth day the “Schedule Delivery Date”), the Corporation US NewCo shall provide to the Existing Stockholders Representative LHI a schedule showing, for the Corporation US NewCo and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”))2.02, in reasonable detail, (i) the calculation of the Realized Tax Benefit for the Subject Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders LHI pursuant to Article III with respect to the Subject Taxable Year, (iii) the calculation of any Realized Tax Benefit for the Taxable Year immediately preceding the Subject Taxable Year (the “Rollover Taxable Year”), in the case of any relevant Tax Return that was filed following the Specified Filing Date relating to the Rollover Taxable Year, and (iv) the calculation of any payment to be made to the Existing Stockholders LHI pursuant to Article III with respect to the Rollover Taxable Year (collectively a “Tax Benefit Schedule”). Concurrently the Corporation US NewCo shall also deliver to the Existing Stockholders Representative LHI all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment. The Schedule will become final as provided in Section 2.03(a) and may be amended as provided in Section 2.03(b) (subject to the procedures set forth in Section 2.03(a)).

Tax Benefit Schedule. Within ninety No later than [thirty (90) 30)] calendar days after the earlier of (i) the filing of the U.S. federal income tax return of the Corporation for any federal Taxable Year ending after the Calculation Date or (each ii) the due date (taking into account extensions) of such tax return for any such federal Taxable Year together with the state or foreign Taxable Years ending in the same calendar year as (each such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth thirtieth day the “Schedule Delivery Date”), the Corporation shall provide to the Existing Stockholders Representative a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO for a Subject Taxable Year and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”))2.2, in reasonable detail, (i) the calculation of the Realized Tax Benefit for the Subject Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Subject Taxable Year, and (iii) the calculation of any Realized Tax Benefit for the first Taxable Year immediately preceding following the Subject IPO, a statement of the initial Pre-IPO Tax Attributes, and for each Taxable Year (thereafter, a statement of the “Rollover Taxable Year”), in the case of any relevant remaining Pre-IPO Tax Return that was filed following the Specified Filing Date relating Attributes as updated to the Rollover Taxable Yearextent necessary to reflect utilization, depreciation and amortization, and (iv) the calculation of any payment to be made other events subsequent to the Existing Stockholders pursuant to Article III with respect to IPO that would impact the Rollover Taxable Year Pre-IPO Tax Attributes (collectively a “Tax Benefit Schedule”). Concurrently the Corporation shall also deliver to the Existing Stockholders Representative all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment. The Schedule will become final as provided in Section 2.03(a2.3(a) and may be amended as provided in Section 2.03(b2.3(b) (subject to the procedures set forth in Section 2.03(a2.3(a)).

Tax Benefit Schedule. Within ninety (90) 90 calendar days after the earlier of the filing or extended due date of the U.S. federal income tax return of the Corporation Return for any federal Taxable Year (each such federal Taxable Year together with the state in which there is a Realized Tax Benefit or foreign Taxable Years ending in the same calendar year as such federal Taxable Year, Realized Tax Detriment that is Attributable to a “Subject Taxable Year,” and such ninetieth day the “Schedule Delivery Date”)TRA Holder, the Corporation shall provide to the Existing Stockholders Representative Agent or Self-Represented TRA Holder, as applicable: (i) a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”)), in reasonable detail, (iA) the calculation of the Realized Tax Benefit or Realized Tax Detriment and the components thereof for the Subject such Taxable Year, (iiB) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III Accrued Amount with respect to the Subject Taxable Yearany related Net Tax Benefit, (iiiC) the calculation of any Realized Tax Benefit for the Taxable Year immediately preceding the Subject Taxable Year (the “Rollover Taxable Year”), in the case of any relevant Tax Return that was filed following the Specified Filing Date relating Payment determined pursuant to Section 3.1(b) due to the Rollover Taxable Year, TRA Holder and (ivD) the calculation portion of any payment such Tax Benefit Payment and Accrued Amount that the Corporation intends to be made to the Existing Stockholders pursuant to Article III with respect to the Rollover Taxable Year treat as Imputed Interest (collectively a “Tax Benefit Schedule”). Concurrently , (ii) a reasonably detailed calculation by the Corporation shall also deliver of the Hypothetical Tax Liability (the “without” calculation), (iii) a reasonably detailed calculation by the Corporation of the Actual Tax Liability (the “with” calculation), (iv) a copy of the Corporation Return for such Taxable Year, (v) a Corporation Letter supporting such Tax Benefit Schedule and (vi) any other work papers relating to the Existing Stockholders Representative all supporting information items in the foregoing clauses (including i) through (v) as are reasonably requested by the Agent or Self-Represented TRA Holder, as applicable. All costs and expenses incurred in connection with the provision and preparation of any Schedules, calculations, other work papers and valuation reports) reasonably necessary or the Corporation Letter to support the calculation of such paymentAgent, any Self-Represented TRA Holder or any other TRA Holder in connection with this Article II shall be borne by the Corporation. The Tax Benefit Schedule will become final as provided in Section 2.03(a2.3(a) and may be amended as provided in Section 2.03(b2.3(b) (subject to the procedures set forth in Section 2.03(a2.3(b)).

Tax Benefit Schedule. Within ninety (90a) calendar days after With respect to each Subject Taxable Year, the filing Corporation shall, on or before January 14 following the end of the U.S. federal income tax return of the Corporation for any federal Subject Taxable Year (each such federal Taxable Year together with the state or foreign Taxable Years ending in the same calendar year as such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth day the “Schedule Delivery Date”), the Corporation shall provide to the Existing Stockholders TRA Representative a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”)), showing in reasonable detail, the Corporation’s good faith estimate of (i) the calculation of the Realized Tax Benefit (or the Realized Tax Detriment) for the Subject Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders TRA Parties pursuant to Article III with respect to the Subject Taxable Year, and (iii) the calculation of any Realized Tax Benefit for the Taxable Year immediately preceding including the Subject Applicable Date, a statement of the initial Covered Tax Attributes, and for each Taxable Year (thereafter, a statement of the “Rollover Taxable Year”), in the case of any relevant remaining Covered Tax Return that was filed following the Specified Filing Date relating Attributes as updated to the Rollover Taxable Yearextent necessary to reflect utilization, depreciation and amortization, and (iv) the calculation of any payment to be made other events subsequent to the Existing Stockholders pursuant to Article III with respect to Applicable Date that would impact the Rollover Taxable Year Covered Tax Attributes (collectively a an “Estimated Tax Benefit Schedule”). Concurrently the Corporation shall also deliver to the Existing Stockholders TRA Representative all supporting information (including work papers and valuation reportspapers) reasonably necessary to support the calculation of such payment. The . (b) Within one hundred twenty (120) calendar days after the filing of the U.S. federal income tax return of the Corporate Taxpayer for any Subject Taxable Year, the Corporation shall provide to the TRA Representative an updated Tax Benefit Schedule containing the information described in Section 2.2(a) (the “Final Tax Benefit Schedule”) along with all supporting information (including workpapers) reasonably necessary to support the calculation of any payment to be made to the TRA Parties with respect to the Subject Taxable Year. (c) Each of the Estimated Tax Benefit Schedule and Final Tax Benefit Schedule will become final as provided in Section 2.03(a2.3(a) and may be amended as provided in Section 2.03(b2.3(b) (subject to the procedures set forth in Section 2.03(a2.3(a)). (d) Subject to Article IV and the assumptions prescribed herein for making such calculation, the Realized Tax Benefit (or the Realized Tax Detriment) for each Taxable Year is intended to measure the decrease (or increase) in the liability for Taxes of the Corporation for such Taxable Year attributable to the Covered Tax Attributes, determined using a “with and without” methodology and the Agreed Principles. Carryovers or carrybacks of any Tax item attributable to any of the Covered Tax Attributes shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise Tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to any Covered Tax Attribute and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology. The parties also acknowledge and agree that this Agreement shall be interpreted and applied in a manner consistent with the TRA Model.