Common use of Tax Matters Consistency Cooperation Clause in Contracts

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 6.1. Participation in the Corporation’s and the LLCParent’s Tax Matters. Except as otherwise provided hereinherein or in Article IX of the Operating Agreement, the Corporation shall have full responsibility for, and sole discretion over, all Tax tax matters concerning the Corporation and the LLCParent, 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 Tax Assets that is reasonably expected to materially adversely affect the TRA Parties’ rights and obligations under this Agreement without limitation the consent of the TRA Representatives, such consent not to be unreasonably withheld, conditioned or delayed. If the TRA Representatives fail 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, the TRA Representatives shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, (i) the Corporation shall notify the TRA Representatives of, and keep them reasonably informed with respect to, the portion of any audit by any Taxing Authority of the Corporation, Parent or any of Parent’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 Representatives shall each 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 Parent, including preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoingtaxes, 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 7.9control.

Tax Matters Consistency Cooperation. Section 6.1 Participation in the Corporation’s and the LLC’s Tax Matters. Except as otherwise provided hereinherein or in the Operating Agreement, the Corporation shall have full responsibility for, and sole discretion over, all Tax tax matters concerning the Corporation and or the LLC, including without limitation the preparationpreparing, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxestaxes, subject to a requirement that the Corporation shall (and shall cause the Solo Group to) act in good faith in connection with its control of any matter which is reasonably expected to affect any TRA Parties’ rights and obligations under the Agreement. Notwithstanding the foregoing, PubCo (i) the Corporation 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 audit by any other administrative or judicial proceeding (a “Tax Proceeding”) Taxing Authority of the Corporation, the LLC, LLC or any of the LLC’s Subsidiaries by a Taxing Authority their Subsidiaries, the outcome of which is reasonably expected to materially and adversely affect the relevant TRA Parties’ rights and obligations of the TRA Holders under this AgreementAgreement (any “Tax Claim”), and any relevant TRA Representative shall have the right to participate in, to comment and input on, and to monitor at its own expense (iibut not to control) 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 delayedaudit; provided, howeverprovided further, that neither the Corporation and nor 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 Operating Agreement; provided, further, that, notwithstanding anything to the contrary contained herein, that the Corporation shall preparenot settle or fail to contest any issue pertaining to 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 without the written consent of the applicable TRA Representatives, 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 such consent not 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 7.9unreasonably withheld, conditioned, or delayed.

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 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 Taxestaxes; 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 adversely affect the Members’ rights and obligations under this Agreement without the consent of ACON, such consent not to be unreasonably withheld or delayed. If ACON fails to respond to any notice with respect to the settlement or other disposition of any such issue within fifteen (15) days of its receipt of the applicable notice, ACON shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, PubCo (i) the Corporation shall notify ACON, the TRA Holder Representatives Management Representative and Fundamental of, and keep the TRA Holder Representatives them reasonably informed with respect to, the portion of any audit, examination, or any other administrative or judicial proceeding (a “Tax Proceeding”) tax audit of the Corporation, Corporation or the LLC, or any of the LLC’s Subsidiaries by a Taxing Authority Subsidiaries, the outcome of which is reasonably expected to materially and adversely affect the rights and obligations of the TRA Holders Tax Benefit Payments payable to such Members under this Agreement, and ACON and the Management Representative, as applicable, shall have the right to participate in and to monitor at their own expense (iibut, for the avoidance of doubt, not to control) 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 Tax audit. To the extent there is a Tax Proceeding that could have a material effect on the TRA Holders’ rights (including the right to receive payments) under conflict between this Agreement without and the written consent LLC Agreement as it relates to tax matters concerning Covered Taxes and the Corporation and the LLC, including preparation, filing or amending of the TRA Holder Representativesany Tax Return and defending, such consent not contesting or settling any issue pertaining to be unreasonably withheldtaxes, conditioned or delayedthis Agreement shall control; provided, however, that to the Corporation extent there is a conflict between this Agreement and the LLC shall not be required to take any action, or refrain from taking any action, that is inconsistent with any provision Sections 5.05 and 9.02 of the LLC Agreement; provided, further, that, notwithstanding anything to Sections 5.05 and 9.02 of 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 LLC Agreement shall prevent the TRA Holder Representatives from disputing such Tax matters in accordance with Section 7.9control.

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 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 Taxestaxes; 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 adversely affect the TRA Holders’ rights and obligations under this Agreement without the consent of Searchlight and Rook, such consent not to be unreasonably withheld or delayed. If Searchlight or Rook fails to respond to any notice with respect to the settlement of any such issue within fifteen (15) days of its receipt of the applicable notice, Searchlight or Rook, as applicable, shall be deemed to have consented to the proposed settlement or other disposition. Notwithstanding the foregoing, PubCo (i) the Corporation shall notify the TRA Holder Representatives Searchlight and Rook of, and keep the TRA Holder Representatives them reasonably informed with respect to, the portion of any audit, examination, or any other administrative or judicial proceeding (a “Tax Proceeding”) tax audit of the Corporation, Corporation or the LLC, or any of the LLC’s Subsidiaries by a Taxing Authority Subsidiaries, the outcome of which is reasonably expected to materially and adversely affect the rights and obligations of the Tax Benefit Payments payable to such TRA Holders under this Agreement, and Searchlight and Rook, as applicable, shall have the right to participate in and to monitor at their own expense (iibut, for the avoidance of doubt, not to control) 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 Tax audit. To the extent there is a Tax Proceeding that could have a material effect on the TRA Holders’ rights (including the right to receive payments) under conflict between this Agreement without and the written consent LLC Agreement as it relates to tax matters concerning Covered Taxes and the Corporation and the LLC, including preparation, filing or amending of the TRA Holder Representativesany Tax Return and defending, such consent not contesting or settling any issue pertaining to be unreasonably withheldtaxes, conditioned or delayedthis Agreement shall control; provided, however, that to the Corporation extent there is a conflict between this Agreement and the LLC shall not be required to take any action, or refrain from taking any action, that is inconsistent with any provision Sections 5.05 and 9.02 of the LLC Agreement; provided, further, that, notwithstanding anything to Sections 5.05 and 9.02 of 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 LLC Agreement shall prevent the TRA Holder Representatives from disputing such Tax matters in accordance with Section 7.9control.