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, between IPOco, the Continuing Limited Partners, Holdings and any other Person from time to time a party thereto, as such agreement may be amended or supplemented from time to time.
Sample 1Sample 2

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).

  • 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.

  • He moved from a small fishing vil- lage on an island in the Inland Seapossibly in a wedding photograph) in Uoshima.The Obayashi home, estab- lished by funds sent by Jutaro Obayashi from Canada, was rented and maintained by Kakuyoshi and Tomino.

  • 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.

  • 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.

  • XxXxxxx Title: Chief Executive Officer [Signature Page to Continuing Limited Partners Tax Receivable Agreement] CD&R Waterworks Holdings, LLC By: CD&R Waterworks Holdings, L.P., its manager By: CD&R Waterworks Holdings GP, Ltd., its general partner By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President, Treasurer and Secretary Core & Main Management Feeder, LLC By: /s/ Xxxx X.

  • To the General Partner in amounts intended to enable the General Partner to satisfy its payment obligations under the Continuing Limited Partners Tax Receivable Agreement and the Former Limited Partners Tax Receivable Agreement (“ TRA Distributions”).

  • The Company reserves the right to charge interest on any unpaid amount at 4 percent above Barclays Bank Base Rate.

  • XxXxxxx Title: Chief Executive Officer [Signature Page to Continuing Limited Partners Tax Receivable Agreement] CD&R Waterworks Holdings, L.P. By: CD&R Waterworks Holdings GP, Ltd., its general partner By: Name: Xxxxxxx X.

Related to Continuing Limited Partners Tax Receivable Agreement

  • Tax Receivable Agreement means the Tax Receivable Agreement by and among Holdings, the Company, the Founding Members and the ESA Parties dated as of the IPO Date, as the same may be amended, supplemented or modified 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 any intercompany Contract between (a) any of the Acquired Companies, on the one hand, and (b) Seller or any of its Affiliates (other than the Acquired Companies) or any of their respective directors, officers or employees, on the other hand.

  • Company LLC Agreement means the Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of May 25, 2011, as amended from time to time.

  • Sponsor Management Agreement means the management agreement between certain of the management companies associated with the Sponsor Group or their advisors 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 Amended and Restated Limited Liability Company Agreement of Holdings dated as of the Closing Date.

  • Tax Sharing Agreement means any Tax indemnity agreement, Tax sharing agreement, Tax allocation agreement or similar contract or arrangement, whether written or unwritten (including, without limitation, any such agreement, contract or arrangement included in any purchase or sale agreement, merger agreement, joint venture agreement or other document).

  • Data Sharing Agreement A formal agreement that documents what data is being shared and how the data can be used between the Parties. ‘‘Data Sharing Code of Practice” the code of practice issued by the Information Commissioner in respect to the sharing of personal data.

  • 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.

  • Master Funding Agreement means the Master Funding Agreement entered into by the Company and the Secretary of State on March 1st 2015.

  • 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 management agreements between a Hotel Management Company and Lessee and/or Landlord, as applicable, as such management agreements are amended from time to time for the Hotel.

  • Holdings Pledge Agreement means the Holdings Pledge Agreement, dated as of the Closing Date, among Holdings and the Collateral Agent.