Common use of Amended Schedule Clause in Contracts

Amended Schedule. The applicable Schedule for any Taxable Year shall be amended from time to time by the Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such Schedule, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (such Schedule, an “Amended Schedule”). In the event that the Corporation delivers an Amended Schedule to an Applicable Partner pursuant to Section 2.04(b)(ii) within 180 days of the payment of the Tax Benefit Payment, if any, related to the original Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the Tax Benefit Payment made pursuant to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended Schedule.

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such Schedulea TRA Party, (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, Year or (vi) to adjust the Exchange an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). In If applicable, the event that the Corporation delivers Corporate Taxpayer shall provide an Amended Schedule to an Applicable Partner each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii2.3(a) within 180 days of the payment of the Tax Benefit Paymentor, if anyapplicable, related to Section 7.9, (A) the original Amended Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation shall not be taken into account in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the calculating any Tax Benefit Payment made pursuant in the Taxable Year to such original schedule exceeds which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Payment for the Taxable Year in which the amendment actually occurs, and (B) as computed pursuant a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Amended ScheduleInterest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year shall be amended from time to time by the Corporation Company (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such ScheduleStockholder Representatives, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule or the prior Amended Schedule) in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward (including, to the extent affecting the Non-NOL Tax Liability, a hypothetical carryback or carryforward attributable to any Post-IPO NOLs) of a loss or other tax item to such Taxable Year, or (v) to reflect a material change (relative to the amounts in the original Schedule) in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement Year (such Schedule, an “Amended Schedule”). In the event ; provided, however, that the Corporation delivers such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to an Applicable Partner pursuant such change. The Company shall provide any Amended Schedule to Section 2.04(b)(ii) each Stockholder Representative within 180 thirty calendar days of the payment occurrence of an event referred to in clauses (i) through (v) of the preceding sentence (or, to the extent such event occurs in connection with a Company Return filing described in Section 2.02, concurrently with the delivery of the Tax Benefit Payment, if any, related Schedule pursuant to the original Schedule being amended by Section 2.02) and any such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation Schedule shall be subject to approval procedures similar to those described in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the Tax Benefit Payment made pursuant to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended ScheduleSection 2.03(a).

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such Schedulea TRA Party, (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, Year or (vi) to adjust the Exchange an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). In the event that the Corporation delivers The Corporate Taxpayer shall provide an Amended Schedule to an Applicable Partner each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii2.3(a) within 180 days of the payment of the Tax Benefit Paymentor, if anyapplicable, related to Section 7.9, (A) the original Amended Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation shall not be taken into account in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the calculating any Tax Benefit Payment made pursuant in the Taxable Year to such original schedule exceeds which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Payment for the Taxable Year in which the amendment actually occurs, and (B) as computed pursuant a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Amended ScheduleInterest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Covered Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year shall be amended from time to time by the Corporation Company (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such ScheduleStockholder Representative, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule or the prior Amended Schedule) in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward (including, to the extent affecting the Non-Tax Benefit Tax Liability, a hypothetical carryback or carryforward attributable to any Post-IPO Tax Benefits) of a loss or other tax item to such Taxable Year, or (v) to reflect a material change (relative to the amounts in the original Schedule) in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement Year (such Schedule, an “Amended Schedule”). In the event ; provided, however, that the Corporation delivers such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to an Applicable Partner pursuant such change). The Company shall provide any Amended Schedule to Section 2.04(b)(ii) the Stockholder Representative within 180 thirty calendar days of becoming aware of the payment occurrence of an event referred to in clauses (i) through (v) of the preceding sentence (or, to the extent such event occurs in connection with the preparation of a Company Return filing described in Section 2.02, concurrently with the delivery of the Tax Benefit Payment, if any, related Schedule with respect to such Company Return pursuant to Section 2.02) and any such Amended Schedule shall be subject to the original approval procedures described in Section 2.03(a); provided, however, that any Amended Schedule being amended by such Amended Schedule, provided pursuant to an Expert’s determination under the Applicable Partner shall, unless otherwise determined by Reconciliation Procedures as described in clause (iii) of the Corporation in its sole discretion, preceding sentence shall be obligated to refund final and binding on all parties hereto and not subject to the Corporation the amount (if any) by which the Tax Benefit Payment made pursuant to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended Scheduleapproval procedures described in Section 2.03.

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such Schedulea TRA Party, (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, Year or (vi) to adjust the Exchange an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). In the event that the Corporation delivers The Corporate Taxpayer shall provide an Amended Schedule to an Applicable Partner each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii2.3(a) within 180 days of the payment of the Tax Benefit Paymentor, if anyapplicable, related to Section 7.9, (A) the original Amended Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation shall not be taken into account in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the calculating any Tax Benefit Payment made pursuant in the Taxable Year to such original schedule exceeds which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Payment for the Taxable Year in which the amendment actually occurs, and (B) as computed pursuant a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Amended ScheduleInterest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Parent: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to the Applicable Partner or the correction of computational errors set forth in such Schedule, Beneficiary Representative and Blocker Corporation Owners; (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, ; (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, ; or (vi) to adjust the Exchange a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). In the event that the Corporation delivers Parent shall provide an Amended Schedule to the Beneficiary Representative and Blocker Corporation Owners within sixty (60) calendar days of the occurrence of an Applicable Partner event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.6(a). For the avoidance of doubt, if a Schedule is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii) within 180 days of the payment of the Tax Benefit Payment, if any, related to the original Schedule being amended by such Amended Schedule2.6(a), the Applicable Partner shall, unless otherwise determined by the Corporation Amended Schedule shall not be taken into account in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the calculating any Tax Benefit Payment made pursuant in the Taxable Year to which such original schedule exceeds amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Payment as computed pursuant to for the Amended ScheduleTaxable Year in which the amendment is executed.

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such Schedulea TRA Party, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange an applicable Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). In the event that the Corporation delivers The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an Applicable Partner event referenced in clauses (i) through (vi) of the preceding sentence. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii2.3(a) within 180 days of the payment of the Tax Benefit Paymentor, if anyapplicable, related to Section 7.9, (A) the original Amended Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation shall not be taken into account in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the calculating any Tax Benefit Payment made pursuant in the Taxable Year to such original schedule exceeds which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Payment for the Taxable Year in which the amendment actually occurs, and (B) as computed pursuant a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Amended ScheduleInterest Amount (or any other interest hereunder) until after the due date (without extensions) for filing the United States federal income tax return of the Corporate Taxpayer for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such Schedulea TRA Party, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange an applicable Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). In the event that the Corporation delivers The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an Applicable Partner event referenced in clauses (i) through (vi) of the preceding sentence. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii2.3(a) within 180 days of the payment of the Tax Benefit Paymentor, if anyapplicable, related to Section 7.9, (A) the original Amended Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation shall not be taken into account in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the calculating any Tax Benefit Payment made pursuant in the Taxable Year to such original schedule exceeds which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Payment for the Taxable Year in which the amendment actually occurs, and (B) as computed pursuant a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall accrue the Amended ScheduleInterest Amount (or any other interest hereunder) after the due date (without extensions) for filing the United States federal income tax return of the Corporate Taxpayer for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Tax Benefit Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Tax Benefit Schedule, (ii) to correct material inaccuracies in the Tax Benefit Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such ScheduleEagle US, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, or (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or Year (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Tax Benefit Schedule”). The Corporate Taxpayer shall provide an Amended Tax Benefit Schedule to Eagle US within sixty (60) calendar days of the occurrence of a material event referenced in clauses (i) through (v) of the first sentence of this paragraph. In the event that the Corporation delivers an Amended a Tax Benefit Schedule to an Applicable Partner is amended after such Tax Benefit Schedule becomes final pursuant to Section 2.04(b)(ii2.2(a) within 180 days of or, if applicable, Section 7.9, (A) the payment of the Amended Tax Benefit Payment, if any, related to the original Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation shall not be taken into account in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the calculating any Tax Benefit Payment made pursuant in the Taxable Year to such original schedule exceeds which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Payment for the Taxable Year in which the amendment actually occurs, and (B) as computed pursuant a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Tax Benefit Schedule shall not accrue the Amended ScheduleInterest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such ScheduleTRA Party Representative, (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit Benefit, or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, Year or (vi) to adjust the Exchange an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). In the event that the Corporation delivers The Corporate Taxpayer shall provide an Amended Schedule to an Applicable Partner the TRA Party Representative when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii2.3(a) within 180 days of the payment of the Tax Benefit Paymentor, if anyapplicable, related to Section 7.9, (A) the original Amended Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation shall not be taken into account in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the calculating any Tax Benefit Payment made pursuant in the Taxable Year to such original schedule exceeds which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Payment for the Taxable Year in which the amendment actually occurs, and (B) as computed pursuant a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Amended ScheduleInterest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule such Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the such Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such ScheduleTRA Party Representative, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, Year or (vi) to adjust the Exchange an applicable Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”)) The Corporate Taxpayer shall provide an Amended Schedule to the TRA Party Representative within 30 calendar days of the occurrence of an event referenced in clauses (i) through (vi) above. In the event that a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Corporation delivers Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule to an Applicable Partner pursuant to Section 2.04(b)(iishall not accrue the Interest Amount (or any other interest hereunder) within 180 days until after the due date (without extensions) for filing the United States federal income tax return of the payment of Corporate Taxpayer for the Tax Benefit Payment, if any, related to the original Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation Taxable Year in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the Tax Benefit Payment made pursuant to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended Scheduleamendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such Schedulea TRA Party, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, Year or (vi) to adjust the an applicable Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). In the event that the Corporation delivers The Corporate Taxpayer shall provide an Amended Schedule to an Applicable Partner each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii2.3(a) within 180 days or, if applicable, Section 7.9, (A) the Amended Schedule shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the payment foregoing, any increase of the Net Tax Benefit Payment, if any, related attributable to an Amended Schedule shall not accrue the original Schedule being amended by such Amended Schedule, Interest Amount (or any other interest hereunder) until after the Applicable Partner shall, unless otherwise determined by due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporation Corporate Taxpayer for the Taxable Year in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the Tax Benefit Payment made pursuant to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended Scheduleamendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such Schedulea TRA Party, (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). In the event that the Corporation delivers The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party and the TRA Party Representative when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year or within thirty (30) calendar days after the occurrence of an Applicable Partner event referred to in clauses (i) through (vi) of the preceding sentence, whichever is later. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii2.3(a) within 180 days of the payment of the Tax Benefit Paymentor, if anyapplicable, related to Section 7.9, (A) the original Amended Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation shall not be taken into account in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the calculating any Tax Benefit Payment made pursuant in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall accrue the Interest Amount (or any other interest hereunder) from the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Covered Taxes for the Taxable Year in which the amendment actually occurs until the payment date applicable to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended ScheduleTaxable Year under Section 3.1(a).

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Parent: (i) in connection with a Determination affecting such Schedule, ; (ii) to correct material inaccuracies in the Schedule identified as a result of a mistake or the receipt of additional factual information relating to a Taxable Year after the date the Schedule was originally provided to the Applicable Partner or Beneficiary Representative and the correction of computational errors set forth in such Schedule, Blocker Holder; (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, Procedures applicable to this Agreement; (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, ; (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, ; or (vi) to adjust the Exchange a Basis Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). In the event that the Corporation delivers Parent shall provide an Amended Schedule to the Beneficiary Representative and the Blocker Holder within sixty (60) calendar days of the occurrence of an Applicable Partner event referenced in clauses (i) through (vi) of the immediately preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.6(a). For the avoidance of doubt, if a Schedule is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii) within 180 days of the payment of the Tax Benefit Payment, if any, related to the original Schedule being amended by such Amended Schedule2.6(a), the Applicable Partner shall, unless otherwise determined by the Corporation Amended Schedule shall not be taken into account in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the calculating any Tax Benefit Payment made pursuant in the Taxable Year to which such original schedule exceeds amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Payment as computed pursuant to for the Amended ScheduleTaxable Year in which the amendment is executed.

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such Schedulea TRA Party, (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “Amended Schedule”). In the event that the Corporation delivers The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year (or, in the sole discretion of the Corporate Taxpayer, at an Applicable Partner earlier date). In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii2.3(a) within 180 days of the payment of the Tax Benefit Paymentor, if anyapplicable, related to Section 7.9, (A) the original Amended Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation shall not be taken into account in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the calculating any Tax Benefit Payment made pursuant in the Taxable Year to such original schedule exceeds which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Payment for the Taxable Year in which the amendment actually occurs, and (B) as computed pursuant a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Amended ScheduleInterest Amount (or any other interest hereunder) until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the Corporate Taxpayer with respect to Covered Taxes for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year may be amended (and, at the request of a Founder Participant, shall be amended if such amendment would result in a material increase in the amounts payable pursuant to this Agreement to one or more of the Founder Participants) from time to time by the Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such ScheduleParticipants, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule) in the Overall Realized Tax Benefit or Overall Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, (v) to reflect a material change (relative to the amounts in the original Schedule) in the Overall Realized Tax Benefit or Overall Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Adjustment Schedule to take into account payments made pursuant to this Agreement (such Schedule, an “Amended Schedule”). In the event ; provided, however, that the Corporation delivers such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to an Applicable Partner pursuant such change. The Corporation shall provide any Amended Schedule to Section 2.04(b)(iieach Participant within thirty (30) within 180 calendar days of the payment occurrence of an event referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to approval procedures similar to those described in Section 2.04(a). Notwithstanding anything to the contrary herein, all calculations and determinations hereunder, including Basis Adjustments, the Schedules and the determination of the Overall Realized Tax Benefit Paymentand the Overall Realized Tax Detriment, if anyshall be made in accordance with any elections, related to methodologies or positions taken on the original Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by relevant Tax Returns of the Corporation in and its sole discretion, be obligated to refund to subsidiaries (and the Corporation the amount (if any) by which the Tax Benefit Payment made pursuant to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended ScheduleLLC and its subsidiaries).

Amended Schedule. The Any Exchange Basis Schedule (or amended Exchange Basis Schedule) or applicable Tax Benefit Schedule (or amended Tax Benefit Schedule) and its corresponding Tax Benefit Computation Schedule for any Taxable Year shall be amended from time to time by the Corporation Buyer (such Schedule, an "Amended Schedule") (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such ScheduleRTEA, (iii) to comply with the Expert’s 's determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, or (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year or pursuant to a Determination for such Taxable Year, or (vi) to adjust . Upon the amendment of any Exchange Basis Schedule to take into account payments made pursuant to this Agreement (such or amended Exchange Basis Schedule, an “Amended Schedule”). In the event that the Corporation delivers an Amended Schedule to an Applicable Partner pursuant to Section 2.04(b)(ii) within 180 days of the payment of the or any Tax Benefit Payment, if any, related to the original Schedule being (or amended by such Amended Tax Benefit Schedule), the Applicable Partner shall, unless otherwise determined by the Corporation corresponding Duff & Xxxxxx Schedule (or amended Duff & Xxxxxx Schedule) shall be amended in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the Tax Benefit Payment made pursuant to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended Schedulea consistent manner.

Amended Schedule. The applicable Schedule for any Taxable Year shall be amended from time to time by the Corporation Company (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such ScheduleShareholders' Representative, (iii) to comply with the Expert’s 's determination under the Reconciliation Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule or any prior Amended Schedule) in the U.S. Realized Tax Benefit or U.K. Realized Tax Detriment Benefit for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, or (v) to reflect a material change (relative to the amounts in the original Schedule or any prior Amended Schedule) in the U.S. Realized Tax Benefit or U.K. Realized Tax Detriment Benefit for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement Year (such Schedule, an “"Amended Schedule”"). In the event ; provided, however, that the Corporation delivers such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to an Applicable Partner pursuant such change. The Company shall provide any Amended Schedule to Section 2.04(b)(iithe Shareholders' Representative within thirty (30) within 180 calendar days of the payment occurrence of an event referred to in clauses (i) through (v) of the preceding sentence (or, to the extent such event occurs in connection with a Company Return filing described in Section 2.02, concurrently with the delivery of the Tax Benefit Payment, if any, related Schedule pursuant to the original Schedule being amended by Section 2.02) and any such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation Schedule shall be subject to approval procedures similar to those described in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the Tax Benefit Payment made pursuant to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended ScheduleSection 2.03(a).

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such Schedulea TRA Party, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange an applicable Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). In the event that the Corporation delivers The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within thirty (30) calendar days of the occurrence of an Applicable Partner event referenced in clauses (i) through (vi) of the preceding sentence. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii2.3(a) within 180 days of the payment of the Tax Benefit Paymentor, if anyapplicable, related to Section 7.9, (A) the original Amended Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation shall not be taken into account in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the calculating any Tax Benefit Payment made pursuant in the Taxable Year to such original schedule exceeds which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Payment for the Taxable Year in which the amendment actually occurs, and (B) as computed pursuant a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall accrue the Amended ScheduleInterest Amount (or any other interest hereunder) after the due date (without extensions) for filing the United States federal income tax return of the Corporate Taxpayer for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year shall be amended from time to time by the Corporation Company (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such ScheduleShareholders’ Representative, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change (relative to the amounts in the original Schedule or any prior Amended Schedule) in the U.S. Realized Tax Benefit or U.K. Realized Tax Detriment Benefit for such Taxable Year attributable to a carryback or carryforward of a loss or other tax item to such Taxable Year, or (v) to reflect a material change (relative to the amounts in the original Schedule or any prior Amended Schedule) in the U.S. Realized Tax Benefit or U.K. Realized Tax Detriment Benefit for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement Year (such Schedule, an “Amended Schedule”). In the event ; provided, however, that the Corporation delivers such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to an Applicable Partner pursuant such change. The Company shall provide any Amended Schedule to Section 2.04(b)(iithe Shareholders’ Representative within thirty (30) within 180 calendar days of the payment occurrence of an event referred to in clauses (i) through (v) of the preceding sentence (or, to the extent such event occurs in connection with a Company Return filing described in Section 2.02, concurrently with the delivery of the Tax Benefit Payment, if any, related Schedule pursuant to the original Schedule being amended by Section 2.02) and any such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation Schedule shall be subject to approval procedures similar to those described in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the Tax Benefit Payment made pursuant to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended ScheduleSection 2.03(a).

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such Schedulea TRA Party, (iii) to comply with the an Expert’s 's determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or the Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, Year or (vi) to adjust the Exchange an applicable TRA Party's Basis Schedule to take into account payments made pursuant to this TRA Agreement (any such Schedule, an “"Amended Schedule”"). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party when the Corporate Taxpayer delivers the Basis Schedule for the following Taxable Year. In the event that a Schedule is amended after such Schedule becomes final pursuant to Section 2.3(a) or, if applicable, Section 7.9, (A) the Corporation delivers Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule to an Applicable Partner pursuant to Section 2.04(b)(iishall not accrue the Interest Amount (or any other interest hereunder) within 180 days until after the due date (without extensions) for filing IRS Form 1120 (or any successor form) of the payment of Corporate Taxpayer with respect to Covered Taxes for the Tax Benefit Payment, if any, related to the original Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation Taxable Year in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the Tax Benefit Payment made pursuant to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended Scheduleamendment actually occurs.

Amended Schedule. The applicable Schedule in respect of an Eligible Member for any Taxable Year shall may be amended from time to time by the Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such ScheduleEligible Member, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment in respect of the Eligible Member for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment in respect of the Eligible Member for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (such Schedule, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the Eligible Member when the Corporation delivers the Basis Schedule for the following Taxable Year. In the event that a Schedule is amended after such Schedule becomes final pursuant to Section 2.4(a) or, if applicable, Section 7.8, (A) the Corporation delivers Amended Schedule shall not be taken into account in calculating any Tax Benefit Payment in the Taxable Year to which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit for the Taxable Year in which the amendment actually occurs, and (B) as a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule to an Applicable Partner pursuant to Section 2.04(b)(iishall not accrue the Interest Amount (or any other interest hereunder) within 180 days of until after the payment of due date (without extensions) for filing the Tax Benefit Payment, if any, related Corporation Return with respect to the original Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation Taxable Year in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the Tax Benefit Payment made pursuant to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended Scheduleamendment actually occurs.

Amended Schedule. The applicable Schedule for any Taxable Year shall may be amended from time to time by the Corporation Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule such Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the such Schedule was provided to the Applicable Partner or the correction of computational errors set forth in such ScheduleTRA Party Representative, (iii) to comply with the Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryback or carryforward of a loss or other tax Tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, Year or (vi) to adjust the Exchange an applicable Basis Schedule to take into account payments made pursuant to this Agreement (any such Schedule, an “Amended Schedule”). In the event that the Corporation delivers The Corporate Taxpayer shall provide an Amended Schedule to the TRA Party Representative within 30 calendar days of the occurrence of an Applicable Partner event referenced in clauses (i) through (vi) above. In the event a Schedule is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii2.3(a) within 180 days of the payment of the Tax Benefit Paymentor, if anyapplicable, related to Section 7.9, (A) the original Amended Schedule being amended by such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation shall not be taken into account in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the calculating any Tax Benefit Payment made pursuant in the Taxable Year to such original schedule exceeds which the amendment relates but instead shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Payment for the Taxable Year in which the amendment actually occurs and (B) as computed pursuant a result of the foregoing, any increase of the Net Tax Benefit attributable to an Amended Schedule shall not accrue the Amended ScheduleInterest Amount (or any other interest hereunder) until after the due date (without extensions) for filing the United States federal income tax return of the Corporate Taxpayer for the Taxable Year in which the amendment actually occurs.

Amended Schedule. The applicable A Schedule (other than an Early Termination Schedule) for any Taxable Year may only and shall be amended from time to time by the Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule such Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the such Schedule was originally provided to the Applicable Partner or the correction of computational errors set forth in such ScheduleMembers, (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryover or carryback or carryforward of a loss or other tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange an applicable Member’s Basis Schedule to take into account payments made pursuant to this Agreement (any such ScheduleSchedule in its amended form, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the applicable Members when the Corporation delivers the next Basis Schedule after the occurrence of an event described in clauses (i) through (vi) (or, in the sole discretion of the Corporation, at an earlier date), and the delivery and finalization of any such Amended Schedule shall, for the avoidance of doubt, be subject to the procedures described in Section 2.4(a). In the event that the Corporation delivers an Amended a Schedule to an Applicable Partner is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii2.4(a) within 180 days of or, if applicable, Section 7.8, the payment of Amended Schedule shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Paymentfor the Taxable Year in which the amendment actually occurs; provided, if anythat with respect to any Amended Schedule relating to an event described in clauses (ii), related (iii) and (v), such calculation shall compute the Interest Amount in accordance with Section 3.1(b)(vi), and with respect to all Amended Schedules, the original Schedule being amended by Final Payment Date for purposes of computing the Interest Amount and any Default Rate Interest shall be 5 Business Days following the date on which such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation Schedule becomes final in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the Tax Benefit Payment made pursuant to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended Scheduleaccordance with Section 2.4(a).

Amended Schedule. The applicable A Schedule (other than an Early Termination Schedule) for any Taxable Year may only and shall be amended from time to time by the Corporation (i) in connection with a Determination affecting such Schedule, (ii) to correct material inaccuracies in the Schedule such Schedule, including those identified as a result of the receipt of additional factual information relating to a Taxable Year after the date the such Schedule was originally provided to the Applicable Partner or the correction of computational errors set forth in such ScheduleTRA Representatives, (iii) to comply with the an Expert’s determination under the Reconciliation Procedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to a carryover or carryback or carryforward of a loss or other tax item to such Taxable Year, (v) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable Year, or (vi) to adjust the Exchange an applicable TRA Party’s Basis Schedule to take into account payments made pursuant to this Agreement (any such ScheduleSchedule in its amended form, an “Amended Schedule”). The Corporation shall provide any Amended Schedule to the TRA Representatives when the Corporation delivers the next Basis Schedule after the occurrence of an event described in clauses (i) through (vi) (or, in the sole discretion of the Corporation, at an earlier date), and the delivery and finalization of any such Amended Schedule shall, for the avoidance of doubt, be subject to the procedures described in Section 2.4(a). In the event that the Corporation delivers an Amended a Schedule to an Applicable Partner is amended after such Schedule becomes final pursuant to Section 2.04(b)(ii2.4(a) within 180 days of or, if applicable, Section 7.8, the payment of Amended Schedule shall be taken into account in calculating the Cumulative Net Realized Tax Benefit Paymentfor the Taxable Year in which the amendment actually occurs; provided, if anythat with respect to any Amended Schedule relating to an event described in clauses (ii), related (iii) and (v), such calculation shall compute the Interest Amount in accordance with Section 3.1(b)(vi), and with respect to all Amended Schedules, the original Schedule being amended by Final Payment Date for purposes of computing the Interest Amount and any Default Rate Interest shall be 5 Business Days following the date on which such Amended Schedule, the Applicable Partner shall, unless otherwise determined by the Corporation Schedule becomes final in its sole discretion, be obligated to refund to the Corporation the amount (if any) by which the Tax Benefit Payment made pursuant to such original schedule exceeds the Tax Benefit Payment as computed pursuant to the Amended Scheduleaccordance with Section 2.4(a).