Common use of Amended Schedule Clause in Contracts

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct 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 Member, (iii) to comply with (A) the Expert’s determination under the Reconciliation Procedures or (B) an Expert’s determination under the reconciliation procedures applicable to the Other Tax Receivable Agreements, (iv) to reflect a 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 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 (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each Member within 30 calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 8 contracts

Samples: Tax Receivable Agreement (Virtu Financial, Inc.), Tax Receivable Agreement (Virtu Financial, Inc.), Tax Receivable Agreement (Virtu Financial, Inc.)

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Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer 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 MemberExisting Stockholders Representative, (iii) to comply with (A) the Expert’s determination under the Reconciliation Procedures Procedures, or (B) an Expert’s determination under the reconciliation procedures applicable to the Other Tax Receivable Agreements, (iv) 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 a carryback or carryforward of a loss or other tax item to such Taxable Year, (v) to reflect a 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 in each case with respect to any Taxable Entity (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such amended Schedule, an “Amended Schedule”). The Corporate Taxpayer ; provided, however, that such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall provide not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to each Member such change. The Corporation shall provide any Amended Schedule to the Existing Stockholders Representative within 30 thirty (30) calendar days of the occurrence of an event referenced referred to in clauses (i) through (viiv) of the preceding sentence, and any such Amended Schedule shall be subject to the procedures set forth in Section 2.03(a).

Appears in 5 contracts

Samples: Tax Receivable Agreement (Graftech International LTD), Income Tax Receivable Agreement (Sabre Corp), Income Tax Receivable Agreement (Sabre Corp)

Amended Schedule. The applicable Schedule in respect of an Exchanging Member for any Taxable Year may be amended from time to time by the Corporate Taxpayer 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 Exchanging Member, (iii) to comply with (A) the Expert’s determination under the Reconciliation Procedures or (B) an Expert’s determination under the reconciliation procedures applicable to the Other Tax Receivable AgreementsProcedures, (iv) to reflect a material change in the Realized Tax Benefit or Realized Tax Detriment in respect of the Exchanging Member 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 in respect of the Exchanging 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 (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer Corporation shall provide an any Amended Schedule to each Member the Exchanging Member, within 30 calendar days of the occurrence of an event referenced 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 2.4(a).

Appears in 4 contracts

Samples: Tax Receivable Agreement (Malibu Boats, Inc.), Tax Receivable Agreement (Jones Energy, Inc.), Tax Receivable Agreement (Jones Energy, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer 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 MemberExisting Stockholders Representative, (iii) to comply with (A) the Expert’s determination under the Reconciliation Procedures Procedures, or (B) an Expert’s determination under the reconciliation procedures applicable to the Other Tax Receivable Agreements, (iv) 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 a carryback or carryforward of a loss or other tax item to such Taxable Year, (v) to reflect a 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 in each case with respect to any Taxable Entity (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement (any such amended Schedule, an “Amended Schedule”). The Corporate Taxpayer ; provided, however, that such a change under clause (i) attributable to an audit of a Tax Return by an applicable Taxing Authority shall provide not be taken into account on an Amended Schedule unless and until there has been a Determination with respect to each Member such change. The Corporation shall provide any Amended Schedule to the Existing Stockholders Representative within 30 thirty calendar days of the occurrence of an event referenced referred to in clauses (i) through (viiv) of the preceding sentence, and any such Amended Schedule shall be subject to the approval procedures described in Section 2.03(a).

Appears in 4 contracts

Samples: Tax Receivable Agreement (Berry Plastics Group Inc), Tax Receivable Agreement (Berry Plastics Group Inc), Tax Receivable Agreement (Berry Plastics Group Inc)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection with a Determination affecting such Schedule, (ii) to correct 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 Membera Stockholder, (iii) to comply with (A) the Expert’s determination under the Reconciliation Procedures or (B) an Expert’s determination under the reconciliation procedures applicable to the Other Tax Receivable Agreements, (iv) to reflect a 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 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 Year (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each Member the applicable Stockholder within 30 calendar days of the occurrence of an event referenced in clauses (i) through (viv) of the preceding sentence.

Appears in 4 contracts

Samples: Tax Receivable Agreement (Virtu Financial, Inc.), Tax Receivable Agreement (Virtu Financial, Inc.), Tax Receivable Agreement (Virtu Financial, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer 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 MemberMembers, (iii) to comply with (A) the Expert’s determination under the Reconciliation Procedures or (B) an Expert’s determination under the reconciliation procedures applicable to the Other Tax Receivable AgreementsProcedures, (iv) 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, (v) to reflect a 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 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 amended Schedule, an “Amended Schedule”). The Corporate Taxpayer Corporation shall provide an any Amended Schedule to each Member the Members within 30 thirty (30) calendar days of the occurrence of an event referenced referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to the procedures set forth in Section 2.04(a).

Appears in 2 contracts

Samples: Tax Receivable Agreement (Bellring Brands, Inc.), Tax Receivable Agreement (Bellring Brands, Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer PubCo (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 MemberTRA Parties, (iii) to comply with (A) the Expert’s determination under the Reconciliation Procedures or (B) an Expert’s determination under the reconciliation procedures applicable to the Other Tax Receivable AgreementsProcedures, (iv) 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, (v) to reflect a 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 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 amended Schedule, an “Amended Schedule”). The Corporate Taxpayer PubCo shall provide an any Amended Schedule to each Member the TRA Parties within 30 thirty (30) calendar days of the occurrence of an event referenced referred to in clauses (i) through (vi) of the preceding sentence, and any such Amended Schedule shall be subject to the procedures set forth in Section 2.04(a).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Amicus Therapeutics, Inc.), Limited Liability Company Agreement (ARYA Sciences Acquisition Corp IV)

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Amended Schedule. The applicable Schedule for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer 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 MemberPartner Representative or the correction of computational errors set forth in such Schedule, (iii) to comply with (A) the Expert’s determination under the Reconciliation Procedures or (B) an Expert’s determination under the reconciliation procedures applicable to the Other Tax Receivable AgreementsProcedures, (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 (any such Schedule, an “Amended Schedule”). The Corporate Taxpayer Corporation shall provide an Amended Schedule to each Member Partner Representative within 30 ninety (90) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Blue Owl Capital Inc.), Tax Receivable Agreement (Blue Owl Capital Inc.)

Amended Schedule. The applicable A Schedule (other than an Early Termination Schedule) for any Taxable Year may shall be amended from time to time by the Corporate Taxpayer Corporation in the following circumstances (and only in such circumstances): (i) in connection with a Determination affecting such Schedule, (ii) to correct inaccuracies in the such Schedule 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 MemberRepresentatives, (iii) to comply with (A) the an Expert’s determination under the Reconciliation Procedures or (B) an Expert’s determination under the reconciliation procedures applicable to the Other Tax Receivable AgreementsProcedures, (iv) to reflect a 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 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 a Schedule to take into account payments any Tax Benefit Payments made pursuant to this Agreement (any such ScheduleSchedule in its amended form, an “Amended Schedule”). The Corporate Taxpayer Corporation shall provide an any Amended Schedule to each Member the applicable Representatives within 30 thirty (30) calendar days of the occurrence of an event referenced referred to in any of clauses (i) through (vi) of the preceding sentence, 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).

Appears in 1 contract

Samples: Tax Receivable Agreement (Milan Laser Inc.)

Amended Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer Pubco (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 MemberShareholder Representative, (iii) to comply with (A) the an Expert’s determination under the Reconciliation Procedures or (B) an Expert’s determination under the reconciliation procedures applicable to the Other Tax Receivable AgreementsProcedures, (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, 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 (vi) to adjust the Exchange Basis Schedule to take into account payments made pursuant to this Agreement Year (any such Schedule, an “Amended Schedule”); provided, however, that an amendment under clause (i) attributable to an audit of a Tax Return by a Pubco Group Member shall not be made on an Amendment Schedule unless and until there has been a Determination with respect to such change. The Corporate Taxpayer Pubco shall provide an Amended Schedule to each Member the Shareholder Representative within 30 thirty (30) calendar days of the occurrence of an event referenced referred to in clauses (i) through (viv) of the preceding sentence, and any such Amended Schedule shall be subject to the approval procedures similar to those described in Section 2.3(a).

Appears in 1 contract

Samples: Letter Agreement (Mudrick Capital Acquisition Corp. II)

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