Tax Matters Consistency Cooperation. Section 6.1 Participation in the Corporation’s and the LLC’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 the LLC, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. 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 prevent the TRA Holder Representatives from disputing such Tax matters in accordance with Section 7.9.
Tax Matters Consistency Cooperation. SECTION 6.1. Participation in the Corporation’s and P3 LLC’s Tax Matters 20 SECTION 6.2. Consistency 20 SECTION 6.3. Cooperation 21 ARTICLE VII MISCELLANEOUS SECTION 7.1. Notices 21 SECTION 7.2. Counterparts 22 SECTION 7.3. Entire Agreement; No Third-Party Beneficiaries 22 SECTION 7.4. Severability 22 SECTION 7.5. Assignments; Amendments; Successors; No Waiver 22 SECTION 7.6. Titles and Subtitles 23 SECTION 7.7. Resolution of Disputes; Governing Law 23 SECTION 7.8. Reconciliation Procedures 24 SECTION 7.9. Withholding 25 SECTION 7.10. Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets 25 SECTION 7.11. Confidentiality 26 SECTION 7.12. Change in Law 28 SECTION 7.13. Interest Rate Limitation 28 SECTION 7.14. Independent Nature of Rights and Obligations 29 Exhibits Exhibit A - Form of Joinder Agreement TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [December 3, 2021], is hereby entered into by and among P3 Health Partners Inc., a Delaware corporation (the “Corporation”), P3 Health Group, LLC, a Delaware limited liability company (“P3 LLC”), and each of the Members (as defined herein) from time to time party hereto.
Tax Matters Consistency Cooperation. SECTION 6.1. Participation in the Corporation’s and GoHealth Holdings’ Tax Matters 22 SECTION 6.2. Consistency 22 SECTION 6.3. Cooperation 22 ARTICLE VII Miscellaneous SECTION 7.1. Notices 23 SECTION 7.2. Counterparts 24 SECTION 7.3. Entire Agreement; No Third-Party Beneficiaries 24 SECTION 7.4. Severability 24 SECTION 7.5. Assignments; Amendments; Successors; No Waiver 24 SECTION 7.6. Titles and Subtitles 26 SECTION 7.7. Resolution of Disputes; Governing Law 26 SECTION 7.8. Reconciliation Procedures 27 SECTION 7.9. Withholding 28
Tax Matters Consistency Cooperation. SECTION 34.01 Participation in the Corporation’s and [P3 Newco]’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 or [P3 Newco], including preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to taxes. Notwithstanding the foregoing, the Corporation shall notify the relevant Members of, and keep them reasonably informed with respect to, the portion of any audit by any Taxing Authority of the Corporation, [P3 Newco] or any of [P3 Newco]’s Subsidiaries, the outcome of which is reasonably expected to materially and adversely affect such Members’ rights and obligations under this Agreement, and any such Member shall have the right to participate in and to monitor at its own expense (but not to control) any such portion of any such audit; provided, that the Corporation 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 reasonably expected to materially and adversely affect any Member’s rights or obligations under this Agreement without the prior written consent of such Member, such consent not to be unreasonably withheld, conditioned or delayed; provided further, that neither the Corporation nor [P3 Newco] shall be required to take any action, or refrain from taking any action, that is inconsistent with any provision of the Merger Agreement or the Operating Agreement. This Agreement shall be treated as part of the Operating Agreement as described in Code Section 761(c), and Treasury Regulations Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c).
Tax Matters Consistency Cooperation. SECTION 6.1. Participation in the Corporation’s and GoHealth Holdings’ Tax Matters 22 SECTION 6.2. Consistency 22 SECTION 6.3. Cooperation 22
Tax Matters Consistency Cooperation. SECTION 6.1. Participation in the Corporation’s and Milan LLC’s Tax Matters 21 SECTION 6.2. Consistency 21 SECTION 6.3. Cooperation 21
Tax Matters Consistency Cooperation. SECTION 6.1. Participation in the Corporation’s and SciPlay Parent’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 or SciPlay Parent, including preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to taxes. Notwithstanding the foregoing, the Corporation shall notify the relevant Members of, and keep them reasonably informed with respect to, the portion of any audit by any Taxing Authority of the Corporation, SciPlay Parent or any of SciPlay Parent’s Subsidiaries, the outcome of which is reasonably expected to materially affect such Members’ rights and obligations under this Agreement, and any such Member shall have the right to participate in and to monitor at its own expense (but not to control) any such portion of any such audit; provided that the Corporation shall not settle or fail to contest any issue pertaining to Covered Taxes that is reasonably expected to materially affect any Member’s rights or obligations under this Agreement without the prior written consent of such Member, such consent not to be unreasonably withheld, conditioned or delayed.
Tax Matters Consistency Cooperation. Section 6.1 Participation in U.S.
Tax Matters Consistency Cooperation. Section 6.1 Participation in the Corporation’s and Xxxx Holdings’ Tax Matters. Except as otherwise provided herein, and except as provided in Article IX of the LLC Agreement, the Corporation shall have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and Xxxx Holdings, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes. Notwithstanding the foregoing, the Corporation shall notify the Members of, and keep them reasonably informed with respect to, the portion of any tax audit of the Corporation or Xxxx Holdings, or any of Xxxx Holdings’ Subsidiaries, the outcome of which is reasonably expected to materially affect the Tax Benefit Payments payable to such Members under this Agreement, and such Members 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 portion of any such Tax audit. Section 6.2
Tax Matters Consistency Cooperation
