Subsequently Acquired TRA Attributes definition
Subsequently Acquired TRA Attributes means any net operating losses or other tax attributes to which any of the Corporate Taxpayer, Desert Newco or any of their Subsidiaries become entitled as a result of a transaction (other than any Exchanges) after the IPO Date to the extent such net operating losses and other tax attributes are subject to a tax receivable agreement (or comparable agreement) entered into by the Corporate Taxpayer, Desert Newco or any of their Subsidiaries pursuant to which the Corporate Taxpayer, Desert Newco or any of their Subsidiaries are obligated to pay over amounts with respect to tax benefits resulting from such net operating losses or other tax attributes.
Subsequently Acquired TRA Attributes means any net operating losses or other tax attributes to which any of the Taxable Entities or any entity in which they hold a direct or indirect equity interest become entitled as a result of a transaction after the IPO Date to the extent such net operating losses and other tax attributes are subject to a tax receivable agreement (or comparable agreement) entered into by any of the Taxable Entities or any of its Affiliates pursuant to which any Taxable Entity is obligated to pay over amounts with respect to tax benefits resulting from such net operating losses or other tax attributes.
Subsequently Acquired TRA Attributes means, except as otherwise determined by the Board (with the approval of the TRA Party Representative), any net operating losses, Tax basis or other Tax attributes to which any of the Corporate Taxpayer, OpCo or any entity in which they hold a direct or indirect equity interest become entitled as a result of a transaction (other than any Exchanges undertaken by an Exchange TRA Party) after the IPO Date, to the extent such net operating losses, Tax basis and other Tax attributes are subject to a tax receivable agreement (or comparable agreement) entered into after the date hereof by the Corporate Taxpayer or any of its Controlled Affiliates pursuant to which any member forming part of the Corporate Taxpayer is obligated to pay over amounts with respect to Tax benefits resulting from such net operating losses, Tax basis or other Tax attributes.
More Definitions of Subsequently Acquired TRA Attributes
Subsequently Acquired TRA Attributes means any net operating losses or other tax attributes to which any of the Corporate Taxpayer, RGF, LLC or any of their Subsidiaries become entitled as a result of a transaction (other than any Exchanges) after the date of this Agreement to the extent such net operating losses and other tax attributes are subject to a tax receivable agreement (or comparable agreement) entered into by the Corporate Taxpayer, RGF, LLC or any of their Subsidiaries pursuant to which the Corporate Taxpayer, RGF, LLC or any of their Subsidiaries are obligated to pay over amounts with respect to tax benefits resulting from such net operating losses or other tax attributes.
Subsequently Acquired TRA Attributes means, except as otherwise determined by the Governing Body (with the approval of the SL Representative and the Representative), any net operating losses, tax basis or other tax attributes to which any of the Corporate Group, the LLC or any entity in which they hold a direct or indirect equity interest become entitled as a result of a transaction (other than any Exchanges undertaken by an Exchange TRA Party) after the IPO Date to the extent such net operating losses, tax basis and other tax attributes are subject to a tax receivable agreement (or comparable agreement) entered into by the Corporate Group or any of its Affiliates pursuant to which any member of the Corporate Group is obligated to pay over amounts with respect to tax benefits resulting from such net operating losses or other tax attributes.
Subsequently Acquired TRA Attributes means, except as otherwise determined by the Governing Body (with the approval of the SL Representative, the KKR Representative and the Representative), any net operating losses, tax basis or other tax attributes to which any of the Corporate Group, the LLC or any entity in which they hold a direct or indirect equity interest become entitled as a result of a transaction (other than any Exchanges undertaken by an Exchange TRA Party) after the IPO Date to the extent such net operating losses, tax basis and other tax attributes are subject to a tax receivable agreement (or comparable agreement) entered into by the Corporate Group or any of its Affiliates pursuant to which any member of the Corporate Group is obligated to pay over amounts with respect to tax benefits resulting from such net operating losses or other tax attributes.
Subsequently Acquired TRA Attributes means, except as otherwise determined by the Board (with the approval of the TRA Party Representatives representing more than 50% of the Relative Interests of the TRA Parties), any net operating losses, tax basis or other tax attributes to which any of the Corporate Taxpayer, OpCo or any entity in which they hold a direct or indirect equity interest become entitled as a result of a transaction (other than any Exchanges undertaken by an TRA Party) after the IPO Date, to the extent such net operating losses, tax basis and other tax attributes are subject to a tax receivable agreement (or comparable agreement) entered into after the date hereof by the Corporate Taxpayer or any of its Controlled Affiliates pursuant to which the Corporate Taxpayer (including any member thereof) is obligated to pay over amounts with respect to tax benefits resulting from such net operating losses, tax basis or other tax attributes.
Subsequently Acquired TRA Attributes means, except as otherwise determined by the Board (with the approval of the Representative), any net operating losses, Tax basis or other Tax attributes to which any of the Corporation, the LLC or any entity in which they hold a direct or indirect equity interest become entitled as a result of a transaction (other than any Exchanges undertaken by an Exchange TRA Party) after the date of this Agreement to the extent such net operating losses, Tax basis and other Tax attributes are subject to a Tax receivable agreement (or comparable agreement) entered into by the Corporation or any of its Affiliates pursuant to which any member of the Corporation is obligated to pay over amounts with respect to Tax benefits resulting from such net operating losses or other Tax attributes.
Subsequently Acquired TRA Attributes means any net operating losses or other tax attributes to which any of the Corporate Taxpayer, OpCo or any entity in which they hold a direct or indirect equity interest become entitled as a result of a transaction (other than any Exchanges) after the IPO Date to the extent such net operating losses and other tax attributes are subject to a tax receivable agreement (or comparable agreement) entered into by the Corporate Taxpayer or any of its Affiliates pursuant to which the Corporate Taxpayer is obligated to pay over amounts with respect to tax benefits resulting from such net operating losses or other tax attributes. Agreement. “Subsidiaries” shall have the meaning ascribed to such term in the LLC “Subsidiary Stock” means any stock or other equity interest in any Subsidiary of the Corporate Taxpayer that is (i) treated as a corporation for U.S. federal income tax purposes and (ii) 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 with respect to which the Corporate Taxpayer is a member. “Tax Attributes” means collectively (i) Blocker Tax Attributes, (ii) Basis Adjustments, (iii) Exchange Basis, (iv) deductions in respect of payments made under this Agreement to Optionholders and SEU Holders and (v) Imputed Interest.