Family Entities definition
Examples of Family Entities in a sentence
The Corporation, on the one hand, and the ▇▇▇▇▇▇ Family Entities (through GPC L.P.), on the other hand, hereby agree to treat any payments made under this Agreement as additional consideration for the applicable exchanged Partnership Interests.
The parties to this Agreement agree that (i) the ▇▇▇▇▇▇ Family Entities are expressly made third party beneficiaries to this Agreement and (ii) the parties to the Existing Stockholders Tax Receivable Agreement are expressly made third party beneficiaries of the provisions of Section 3.03 and the first sentence of Section 4.01(b) of this Agreement.
The Corporation shall provide evidence of such payment to the ▇▇▇▇▇▇ Family Entities (through GPC L.P.), to the extent that such evidence is available.
It is also intended that the provisions of this Agreement provide that 85% of the Corporation’s Realized Tax Benefit and Interest Amount be paid to the ▇▇▇▇▇▇ Family Entities pursuant to this Agreement, and that with respect to any Taxable Year, the Corporation will not make payments pursuant to the Tax Receivable Agreements exceeding 85% of the Overall Realized Tax Benefit.
To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by the Corporation, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the ▇▇▇▇▇▇ Family Entities.
Within five Business Days of a Tax Benefit Schedule delivered to GPC L.P. becoming final in accordance with Section 2.04(a), the Corporation shall pay to the ▇▇▇▇▇▇ Family Entities for such Taxable Year an aggregate amount equal to the Tax Benefit Payment determined pursuant to Section 3.01(b), subject to reduction pursuant to Section 3.03.
Each such Tax Benefit Payment shall be made by wire transfer of immediately available funds to a bank account of the ▇▇▇▇▇▇ Family Entities previously designated by the ▇▇▇▇▇▇ Family Entities to the Corporation or as otherwise agreed by the Corporation and the ▇▇▇▇▇▇ Family Entities.
GPC L.P. is hereby appointed to act as the sole representative, agent and attorney-in-fact for the ▇▇▇▇▇▇ Family Entities and their successors and assigns for all the purposes specified under this Agreement, and GPC L.P., by its signature below, agrees to serve in such capacity.
The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.09 shall be binding on the Corporation and the ▇▇▇▇▇▇ Family Entities and may be entered and enforced in any court having jurisdiction.
Such payment shall be made by wire transfer of immediately available funds to a bank account designated by the ▇▇▇▇▇▇ Family Entities or as otherwise agreed by the Corporation and the ▇▇▇▇▇▇ Family Entities.