Common use of Transfers of Corporate Assets Clause in Contracts

Transfers of Corporate Assets. (a) If the Corporate Taxpayer is or becomes 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 Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 5 contracts

Samples: Tax Receivable Agreement (Indie Semiconductor, Inc.), Tax Receivable Agreement (Thunder Bridge Acquisition II, LTD), Tax Receivable Agreement

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Transfers of Corporate Assets. (a) If the Corporate Taxpayer Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return Tax Return pursuant to Section 1501 or other applicable Sections 1501 et seq. of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments Payments, and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Shift4 Payments, Inc.), Tax Receivable Agreement

Transfers of Corporate Assets. (a) If the Corporate Taxpayer Corporation is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return Tax Return pursuant to Sections Section 1501 et seq. or other applicable sections of the Code governing affiliated or consolidated groups, or any corresponding provisions of U.S. state or local lawtax Law, then: then (i) the provisions of this Agreement hereunder shall be applied with respect to the group as a whole; , and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 1 contract

Samples: Tax Receivable Agreement (Solo Brands, Inc.)

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Transfers of Corporate Assets. (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return Tax Return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of U.S. state or local Tax law, then, subject to the application of the Valuation Assumptions upon a Change of Control: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.

Appears in 1 contract

Samples: Tax Receivable Agreement

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