Continuing Limited Partners Tax Receivable Agreement definition

Continuing Limited Partners Tax Receivable Agreement means the Tax Receivable Agreement, dated on or about the date hereof, by and among C&M Inc., the Partnership, the holders of Partnership Interests and shares of Class B Common Stock party thereto and any other person from time to time a party thereto, as such agreement may be amended, restated, supplemented or otherwise modified from time to time.
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Examples of Continuing Limited Partners Tax Receivable Agreement in a sentence

  • Notwithstanding the foregoing, Corporate Taxpayer may not terminate this Agreement pursuant to this Section 4.1(a) unless (i) no further payments are required under the Continuing Limited Partners Tax Receivable Agreement or (2) the Continuing Limited Partners Tax Receivable Agreement is terminated pursuant to Section 4.1(a) of the Continuing Limited Partners Tax Receivable Agreement concurrently with the termination of this Agreement pursuant to this Section 4.1(a).

  • Notwithstanding any provision of this Agreement to the contrary, to the extent that Corporate Taxpayer or any of its Affiliates enters into future Tax receivable or other similar agreements, Corporate Taxpayer shall ensure that the terms of any such Tax receivable agreement (other than the Continuing Limited Partners Tax Receivable Agreement) shall provide that the payments pursuant to this Agreement are considered senior in priority to any payments pursuant to any such future Tax receivable agreement.

  • Carryovers or carrybacks of any Tax item attributable to the Exchanged Owner Basis, Continuing Limited Partners Tax Receivable Agreement Items and Imputed Interest 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.

  • Each such exchange of Partnership Interests for Class A Common Stock or the Cash Exchange Payment, as applicable, shall, to the extent permitted by law, be treated for U.S. federal income tax reporting purposes as a taxable exchange of the Holder’s Partnership Interests for Class A Common Stock or the Cash Exchange Payment, as applicable, and corresponding payments under the Continuing Limited Partners Tax Receivable Agreement.

  • Notwithstanding anything to the contrary herein, all calculations and determinations hereunder, including Exchanged Owner Basis, Pre-Merger Tax Attributes, Tax Refunds, Continuing Limited Partners Tax Receivable Agreement Items, the Schedules and the determination of the Realized Tax Benefit or Realized Tax Detriment, shall be made in accordance with any elections, methodologies or positions taken on the relevant Corporate Taxpayer Returns.

  • There were no amounts receivable from affiliates of CD&R at May 1, 2022 and January 30, 2022.Tax Receivable AgreementsIn connection with the Reorganization Transactions, Core & Main entered into the Former Limited Partners Tax Receivable Agreement with the Former Limited Partners and the Continuing Limited Partners Tax Receivable Agreement with the Continuing Limited Partners.

Related to Continuing Limited Partners Tax Receivable Agreement

  • Tax Receivable Agreement means the Tax Receivable Agreement dated as of or about the date hereof among the Company, Managing Member and the other parties from time to time party thereto, as amended from time to time.

  • Tax Receivable Agreements means this Agreement and any Post-IPO TRA.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Existing LLC Agreement is defined in the recitals to this Agreement.

  • Equity Contribution Agreement means the Equity Contribution Agreement, to be dated as of the Closing Date, by and among Guarantor, Borrower and Administrative Agent.

  • Asset Management Agreement means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

  • Borrower Partnership Agreement means the Limited Partnership Agreement of the Borrower dated as of January 17, 2014 as such agreement may be amended, restated, modified or supplemented from time to time with the consent of the Administrative Agent or as permitted under Section 10.10.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Intercompany Agreement means the agreement regarding the treatment of certain existing intercompany balances entered into on June 11, 2020 by and among ODBINV S.A. - Em Recuperação Judicial, Odebrecht S.A. - Em Recuperação Judicial and Odebrecht Engenharia e Construção S.A., as generally described and summarized in “The Restructuring – Treatment of Intercompany Claims” of the Consent Solicitation Statement.

  • Company LLC Agreement means the Limited Liability Company Agreement of the Company, dated as of October 23, 2006, as amended or restated from time to time.

  • Sponsor Management Agreement means the Management Agreement between certain of the management companies associated with the Sponsors and the Borrower.

  • Limited Partnership Agreement means the Second Amended and Restated Agreement of Limited Partnership of the Partnership dated as of March 9, 2004, as amended from time to time.

  • Tax Allocation Agreement means the Tax Allocation Agreement between Corporation and New D&B.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Original Partnership Agreement has the meaning set forth in the recitals to this Agreement.

  • Operating Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended, supplemented or restated from time to time.

  • Holdings LLC Agreement means the Third Amended and Restated Limited Liability Company Agreement of Holdings, dated on or about the date hereof, as such agreement may be amended from time to time.

  • Tax Sharing Agreement means any existing agreement binding any Person or any of its Subsidiaries that provides for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability, other than agreements entered into in the ordinary course of business that do not have as a principal purpose addressing Tax matters.

  • Foreign limited liability limited partnership means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to section 488.404, subsection 3.

  • Collateral Management Agreement The agreement dated as of the Closing Date, between the Issuer and the Collateral Manager relating to the management of the Collateral Obligations and the other Assets by the Collateral Manager on behalf of the Issuer, as amended from time to time in accordance with the terms thereof.

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Public-private partnership agreement means an agreement

  • Investment Management Agreement means the Investment Management Agreement, dated as of the date hereof, by and between the Investment Manager and the Borrower.

  • Hotel Management Agreement means any hotel management agreement relating to the management and operation of the Real Property together with all supplements, amendments and modifications thereto.

  • Holdings Pledge Agreement means the Pledge Agreement of even date herewith executed by Holdings in favor of Agent, on behalf of itself and Lenders, pledging all Stock of Borrower.

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.