Tax Receivables Agreement definition

Tax Receivables Agreement means the Tax Receivables Agreement entered into between the Company and the Seller. “TRA Holder” means a holder of a set of a Holdings Class B Unit and a share of Class V Common Stock.

Tax Receivables Agreement means the Tax Receivables Agreement, substantially in the form attached hereto as Exhibit D, to be entered into by and between MetLife and the Company.

Tax Receivables Agreement means that Tax Receivables Agreement entered into between MetLife and Brighthouse on the date hereof, as the same may be amended.

Examples of Tax Receivables Agreement in a sentence

• This Agreement together with the LLC Agreement and the Tax Receivables Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto and their Permitted Transferees, any rights or remedies hereunder.

• In determining the materiality of the outcome of a Tax Contest under this clause (vi), Brighthouse’s harm shall be measured by the amount of any cash paid and the present value of any lost Tax Attributes, computed using a discount rate equal to the Early Termination Rate (as defined in the Tax Receivables Agreement).

• The Tax Receivables Agreement shall be treated as part of this Agreement as described in Section 761(c) of the Code, and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations with respect to payments to a Member with respect to an Exchange (as defined in the Tax Receivables Agreement) by such Member.

• Each of the Post-IPO LLC Members and Pubco shall enter into (A) a Tax Receivables Agreement in substantially the form attached hereto as Exhibit G (the “Tax Receivables Agreement”), and (B) a Stockholders Agreement in substantially the form attached hereto as Exhibit H (the “Stockholders Agreement”).

• In the event an Election Notice is delivered in accordance with Section 1.1, the Controlling Partnership and Holdings shall use its reasonable best efforts to execute, or to cause the other parties thereto to execute, prior to the Closing, the Exchange Agreement between the Controlling Partnership, the Group Partnerships and Holdings (the “Exchange Agreement”), the Tax Receivables Agreement between the Controlling Partnership, Holdings, KKR Management Holdings Corp.

More Definitions of Tax Receivables Agreement

Tax Receivables Agreement means that certain Tax Receivables Agreement dated as of February 2, 2018 by and among Holdings, InnoHold, LLC, a Delaware limited liability company, and those direct or indirect equity owners listed on Schedule 1 thereto.

Tax Receivables Agreement means the tax receivables agreement dated as of the date hereof, by and among Evolent Health, Inc., TPG BDH, The Advisory Board, UPMC, Ptolemy and certain holders of Class A Shares.

Tax Receivables Agreement means the Tax Receivables Agreement dated as of the date hereof by and among Pubco, the Company, WTM and the Class B-1 Members.

Tax Receivables Agreement means that certain Tax Receivables Agreement dated as of February 5, 2014, among PubCo, the Parent and the members party thereto.

Tax Receivables Agreement means that certain Tax Receivables Agreement, dated May 25, 2018 (as amended by that certain Amendment No. 1 to the Tax Receivables Agreement, dated August 1, 2022 and as further amended, restated, supplemented or otherwise modified from time to time), by and among EVO, EVO Investco, LLC, and the members of EVO Investco, LLC.

Tax Receivables Agreement means the tax receivables agreement to be entered into between Holdings and Brookfield Asset Management Inc. on or prior to the IPO, substantially in the form provided to the Administrative Agent prior to the Effective Date, with such changes taken as a whole which in the good faith judgment of Holdings are not materially adverse to the Lenders.

Tax Receivables Agreement means the Tax Receivables Agreement to be entered into between Andina and the Seller prior to the closing of the Business Combination in the form included as Exhibit 10.15 to this prospectus.