Tax Receivables Agreement Sample Clauses

Tax Receivables Agreement. The Tax Receivables Agreement shall be treated as part of this Agreement as described in Section 761(c) of the Code, and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations with respect to payments to a Member with respect to an Exchange (as defined in the Tax Receivables Agreement) by such Member.
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Tax Receivables Agreement. In the event that the Board (in its discretion) approves and the Company puts in place a “tax receivable agreement” (“TRA”) with the Company (or a successor Issuer to the Company) in connection with an IPO; the Ryman Member and the Investor Member shall be entitled to payments under the tax receivable agreement based on their respective ownership in the Company (or successor thereto) immediately prior to the IPO; provided that if Ryman Member makes the IPO Shortfall Payment, Ryman Member shall be entitled to receive, and the TRA shall require the Company to pay to Ryman Member, all amounts payable to the Investor Member under the TRA until such time as Ryman Member has received, in addition to amounts payable to Ryman under the TRA, amounts equal to the IPO Shortfall Payment.
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Tax Receivables Agreement. At the Effective Time, Parent shall provide, or shall cause to be provided, to the Surviving Corporation all funds necessary to fulfill its obligations under the Tax Receivables Agreement. Parent shall cause the Surviving Corporation to comply with its obligations under the Tax Receivables Agreement and shall cause the Surviving Corporation to make all payments under the Tax Receivables Agreement that become due in connection with the Merger to be made at the Effective Time.
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Tax Receivables Agreement. Each of the Post-IPO LLC Members and Pubco shall enter into a Tax Receivables Agreement in substantially the form attached hereto as Exhibit U (the “Tax Receivables Agreement”), with such changes or modifications as approved by the Board of Pubco.
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Tax Receivables Agreement. The Company and SRAM-SP2 acknowledge, covenant and agree that if, in connection with the consummation of the Planned IPO, the direct and/or indirect beneficial owners of the Company (the “SRAM Owners”) enter into any agreement (a “Tax Receivable Agreement”) with the IPO Vehicle pursuant to which the SRAM Owners are entitled to receive payments from the IPO Vehicle with respect to the income Tax benefits realized by the IPO Vehicle from deductions or losses attributable to the increase in Tax basis in the assets of the Company resulting directly or indirectly from the Recapitalization (“Tax Benefit Payments”), each Holder and Seller shall be entitled to their pro rata share (based on the number of Class A Units directly or indirectly held by such Holder or Seller immediately following the distribution described in Section 2.1(e)) of forty percent (40%) of any such Tax Benefit Payments so long as such Holder or Seller, as applicable, executes and becomes a party to the Tax Receivables Agreement on the same terms and conditions as the SRAM Owners (including, without limitation, terms relating indemnification and repayment obligations of the recipients of any Tax Benefit Payments).
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Tax Receivables Agreement. The Purchaser shall have delivered to the Seller a copy of a Tax Receivables Agreement by and between the Purchaser and Seller in form and substance reasonably acceptable to the Purchaser and the Seller, which will provide that the Purchaser will pay to the Seller eighty-five percent (85%) of the amount of the Tax benefit that the Purchaser realizes as a result of the increases in Tax basis related to any exchanges of Holdings Class B Units and Purchaser Class V Common Stock for Purchaser Class A Common Stock, and which otherwise will be on customary terms and conditions (the “Tax Receivables Agreement”), duly executed by the Purchaser.
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Tax Receivables Agreement. The Company shall have delivered to the Purchaser a copy of the Tax Receivables Agreement, duly executed by the Seller.
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Tax Receivables Agreement. Without the prior written consent of the Required Lenders which shall not be unreasonably withheld, delayed or conditioned, cause or allow the Tax Receivables Agreement to be amended, restated, supplemented or modified in any way after the Closing Date.
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Related to Tax Receivables Agreement

  • Receivables Purchase Agreement The Transferor, in its capacity as purchaser of Receivables from the RPA Seller under the Receivables Purchase Agreement, shall enforce the covenants and agreements of the RPA Seller as set forth in the Receivables Purchase Agreement, including its agreement to designate Additional Accounts as and when required in order for the Transferor to fulfill its undertakings in Section 2.06. The Transferor shall not amend, waive or otherwise modify the Receivables Purchase Agreement except in accordance with its terms.

  • Servicing Agreements Seller will service the Mortgage Loans in accordance with Accepted Servicing Practices and will perform its obligations in all material respects in accordance with the Servicing Agreements and Applicable Law. In particular, Seller shall comply with any advancing obligation under the Servicing Agreements. Without the express written consent of Purchaser (which consent may be withheld in its absolute discretion), Seller shall not (a) cancel, terminate or amend any Mortgage Servicing Rights, (b) expressly provide any required consent to any termination, amendment or modification of any Servicing Agreements either verbally or in writing, (c) expressly provide any required consent to any termination, amendment or modification of any other servicing agreements or enter into any other agreement or arrangement with the applicable Owner that may be reasonably material to Purchaser either verbally or in writing, (d) expressly or verbally waive any material default under or breach of any Servicing Agreement by the applicable Owner that may be material to the Purchaser (in Purchaser’s reasonable determination) or (e) take any other action in connection with any such Servicing Agreement that would impair in any material respect the value of the interests or rights of the Purchaser hereunder. Seller shall conduct its business and perform its obligations under the Servicing Agreements in a manner such that the applicable Owner will not have cause to terminate any Servicing Agreement. Notwithstanding the foregoing, in no event will the prohibitions contained in this Section 8.11 apply to any amendments or modifications of the Servicing Agreements applicable to Current Mortgage Loans or Mortgage Loans owned by Seller which do not affect the Future Excess Servicing Spread with respect to such Current Mortgage Loans or Mortgage Loans and are not reasonably material to the Purchaser.

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

  • Sub-Servicing Agreements (a) Each of the applicable Master Servicer and the applicable Special Servicer may enter into Sub-Servicing Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder, provided that (A) in each case, the Sub-Servicing Agreement (as it may be amended or modified from time to time): (i) insofar as it affects the Trust, is consistent with this Agreement in all material respects; (ii) expressly or effectively provides that if the applicable Master Servicer or applicable Special Servicer, as the case may be, shall for any reason no longer act in such capacity hereunder (including, without limitation, by reason of a Servicer Termination Event), any successor to the applicable Master Servicer or the applicable Special Servicer, as the case may be, hereunder (including the Trustee if the Trustee has become such successor pursuant to Section 7.02) may thereupon either assume all of the rights and, except to the extent they arose prior to the date of assumption, obligations of the applicable Master Servicer or applicable Special Servicer, as the case may be, under such agreement or, other than in the case of any Designated Sub-Servicing Agreement, terminate such rights and obligations without payment of any fee; (iii) prohibits the Sub-Servicer (other than a Designated Sub-Servicer) from modifying any Mortgage Loan or commencing any foreclosure or similar proceedings with respect to any Mortgaged Property without the consent of the applicable Master Servicer and, further, prohibits the Sub-Servicer from taking any action that the applicable Master Servicer would be prohibited from taking hereunder; (iv) if it is entered into by the applicable Master Servicer, does not purport to delegate or effectively delegate to the related Sub-Servicer any of the rights or obligations of the applicable Special Servicer with respect to any Specially Serviced Mortgage Loan or otherwise; (v) provides that the Trustee, for the benefit of the Certificateholders (and, in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, also for the benefit of the related Serviced Pari Passu Companion Loan Holder(s)), shall be a third party beneficiary under such agreement, but that (except to the extent the Trustee or its designee assumes the obligations of the applicable Master Servicer or applicable Special Servicer, as the case may be, thereunder as contemplated by the immediately preceding clause (ii)) none of the Trustee, any successor to the applicable Master Servicer or applicable Special Servicer, as the case may be, or any Certificateholder (or, in the case of a Sub-Servicing Agreement related to a Serviced Loan Combination, the related Serviced Pari Passu Companion Loan Holder(s)) shall have any duties under such agreement or any liabilities arising therefrom except as explicitly permitted by subsection (k) of this Section 3.22 or otherwise herein; (vi) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such agreement with respect to such purchased Mortgage Loan without cause and without payment of any termination fee; (vii) does not permit the subject Sub-Servicer any rights of indemnification out of the Trust Fund except through the applicable Master Servicer or applicable Special Servicer, as the case may be, pursuant to Section 6.03; (viii) does not impose any liability or indemnification obligation whatsoever on the Trustee or the Certificateholders with respect to anything contained therein; (ix) provides that, following receipt of the applicable Mortgage Loan Purchase Agreement, the applicable Master Servicer or the applicable Special Servicer, as applicable, shall provide a copy of the applicable Mortgage Loan Purchase Agreement to the related Sub-Servicer, and that such Sub-Servicer shall notify the applicable Master Servicer or the applicable Special Servicer, as applicable, in writing within five (5) Business Days after such Sub-Servicer discovers (without implying that the Sub-Servicer has a duty to make or attempt to make such discovery) a Document Defect or discovers (without implying that the Sub-Servicer has a duty to make or attempt to make such discovery) or receives notice of a Breach or receives a Repurchase Communication of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, in each case with respect to a Mortgage Loan being sub-serviced by such Sub-Servicer; and (x) if the subject Sub-Servicer is a Servicing Function Participant or an Additional Servicer, provides that (y) the failure of such Sub-Servicer to comply with any of the requirements under Article XI of this Agreement applicable to such Sub-Servicer, including the failure to deliver any reports, certificates or disclosure information under the Exchange Act or under the rules and regulations promulgated under the Exchange Act, at the time such report, certification or information is required under Article XI and (z) the failure of such Sub-Servicer (other than with respect to Prudential Asset Resources, Inc. as the Primary Servicer under the Primary Servicing Agreement) to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any other series of certificates for which the Depositor or an Affiliate is the depositor shall constitute an event of default or servicer termination event on the part of such Sub-Servicer upon the occurrence of which the applicable Master Servicer or the applicable Special Servicer, as the case may be, and the Depositor shall be entitled to immediately terminate the related Sub-Servicer, which termination shall be deemed for cause; and (B) at the time the Sub-Servicing Agreement is entered into, the subject Sub-Servicer (other than a Designated Sub-Servicer in connection with a Sub-Servicing Agreement executed as of the Closing Date) is not a Prohibited Party unless (in the case of this clause (B)) the appointment of such Person as a Sub-Servicer has been expressly approved by the Depositor acting in its reasonable discretion.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Amendments to the Receivables Purchase Agreement The Receivables Purchase Agreement is hereby amended as follows:

  • Receivables in Force No Receivable shall have been satisfied, subordinated or rescinded, nor shall any Financed Vehicle have been released in whole or in part from the lien granted by the related Receivable.

  • Sale Agreement The Sale Agreement is the only agreement pursuant to which the Seller purchases Collateral.

  • Asset Purchase Agreement The transactions contemplated by the Asset Purchase Agreement shall have been consummated.

  • Distribution Agreements Subject to compliance with applicable provisions of the 1940 Act, the Board of Trustees may enter into a contract or contracts with one or more Persons to act as underwriters and/or placement agents whereby the Trust may either agree to sell Shares of the Trust, any Series or Class to the other party or parties to the contract or appoint such other party or parties its sales agent or agents for such Shares. In either case, the contract shall be on such terms and conditions as the Board of Trustees may in its discretion determine, not inconsistent with the provisions of this Section 5.12 or the By-laws; and such contract may also provide for the repurchase or sale of Shares of the Trust, any Series or Class by such other party as principal or as agent of the Trust and may provide that such other party may enter into selected dealer agreements with registered securities dealers and brokers and servicing and similar agreements with Persons who are not registered securities dealers to further the purposes of the distribution or repurchase of such Shares.

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