ITR Agreement definition

ITR Agreement is defined in Section 11.01(a).
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ITR Agreement means the Income Tax Receivable Agreement being entered into by the Corporation, the Holdings LLC Representative and the Members, substantially in the form attached hereto as EXHIBIT A, simultaneously with the Contribution.
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Examples of ITR Agreement in a sentence

  • At the Closing, Parent shall pay an “Early Termination Payment” (as defined in the Existing Stockholders ITR Agreement) in the amount of $188.5 million, in respect of the Existing Stockholders ITR Agreement, and each Stockholder hereby acknowledges and agrees that such amount constitutes all amounts owed to the Stockholders under the Existing Stockholders ITR Agreement and such payment at the Closing will satisfy all obligations to the Stockholders thereunder.

  • For the avoidance of doubt, if more than one event occurs that would give rise to a right to enter into a ITR Agreement pursuant to Section 6 or to a right to Delivered Tax Value or to a payment under Section 7(a), Section 7(b) or Section 8, any Holder of a Class P Unit that would have been entitled to payment in respect of more than one such event will be entitled to elect in respect of which such event such Holder will receive payment in accordance with these Terms.

  • In furtherance of the foregoing, the Corporation, the Holdings LLC Representative and the Members shall, and each hereby agrees to, enter into the ITR Agreement simultaneously with the execution of this Agreement.

  • In connection with the transactions contemplated by the Reorganization Agreement, on the date set forth above (the “Date of Issue”), the Company hereby issues to [●] (the “Recipient”) the number of shares of Restricted Stock set forth above (the “Restricted Stock”) (together with the right to certain payments under the ITR Agreement as described in the Reorganization Agreement) in exchange for the Units, as set forth on Schedule I of the Reorganization Agreement.

Related to ITR Agreement

  • Transition Agreement has the meaning set forth in Section 12.8.1.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Termination Agreement has the meaning set forth in the Recitals.

  • Parent Agreement has the meaning given to it in Clause 12;

  • Foundation Agreement means the agreement dated the 20th February 1985 made between the Trustee, the Manager, Xxxxxxxx, Genting WA and Tileska providing for the subscription of Units and Options;

  • Transaction Agreement has the meaning set forth in the recitals.

  • Affiliation Agreement means a written agreement between a chartered program and any person that sets forth the roles and responsibilities of the parties, is signed by the individuals with authority to sign contracts, and provides for any of the following:

  • Secondment Agreement is defined in Section 2.2.

  • Cooperation Agreement means that certain Mortgage Loan Cooperation Agreement, dated as of the Closing Date, among Borrower, Lender and Sponsor, as the same may from time to time be amended, restated, replaced, supplemented or otherwise modified in accordance herewith.

  • Client Agreement means the agreement between the Company and the Client, which together with the Terms of Business are defined as “Operative Agreements” and govern the terms on which the Company deals with the Client.

  • Connection Agreement means an agreement entered into between a distributor and a person connected to its distribution system that delineates the conditions of the connection and delivery of electricity to or from that connection;

  • Implementation Agreement means the Implementation Agreement dated ……… by and between the GOB, PGCB and the Company in connection with the Project, and also includes any amendment of it made from time to time;

  • Collaboration Agreement has the meaning set forth in the Recitals.

  • Arrangement Agreement means the arrangement agreement dated as of April 18, 2019 between the Purchaser and the Company, including the schedules and exhibits thereto, providing for, among other things, the Arrangement, as the same may be amended, supplemented or restated.

  • Diversion agreement means a mechanism designed to hold a child accountable for his or her behavior and, if appropriate, securing services to serve the best interest of the child and to provide redress for that behavior without court action and without the creation of a formal court record;

  • Main Agreement means the part of this Agreement that commences on the first page and ends with but includes Schedule A, excluding Section 3(d) (which incorporates this Schedule C into the Agreement).

  • Consulting Agreement means any written or oral agreement to retain the services, for a fee, of a consultant for the purposes of (A) providing counsel to a contractor, vendor, consultant or other entity seeking to conduct, or conducting, business with the State, (B) contracting, whether in writing or orally, any executive, judicial, or administrative office of the State, including any department, institution, bureau, board, commission, authority, official or employee for the purpose of solicitation, dispute resolution, introduction or requests for information or (C) any other similar activity related to such contracts.

  • Support Agreement has the meaning set forth in the Recitals.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Standstill Agreement shall have the meaning set forth in Section 6.03.