Participation in Tax Matters Sample Clauses

Participation in Tax Matters. Except as otherwise provided in this Agreement or the LLC Agreement, the Corporation will have full responsibility for, and sole discretion over, all tax matters concerning the Corporation and the LLC, including the preparation, filing or amending of any Tax Return and defending, contesting or settling any Tax Contest; provided, however, that the Corporation will (a) act in good faith in connection with its control of any Tax Contest that could reasonably be expected to materially affect any Participant’s rights and obligations under this Agreement, (b) notify each Participant Representative of, keep each Participant Representative reasonably informed with respect to and allow each Participant Representative the opportunity to participate in the portion of any Tax Contest the outcome of which could reasonably be expected to affect the Participant’s rights or obligations under this Agreement and (c) not enter into any settlement with respect to any Tax Contest to the extent such Tax Contest could have a material effect on the Participants’ rights (including the right to receive TRA Payments) under this Agreement without the prior written consent of the Participant Representatives, which consent may not be unreasonably withheld, conditioned or delayed. The Parties will use commercially reasonable efforts to cooperate with each other in connection with any Tax Contest the outcome of which could reasonably be expected to affect any Participant’s rights or obligations under this Agreement.
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Participation in Tax Matters. Except as otherwise provided herein and in Section 5.9 of the Merger Agreement, PubCo shall have full responsibility for, and sole discretion over, all Tax matters concerning PubCo and its Subsidiaries, including, without limitation, the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. PubCo shall act in good faith with respect to the foregoing and will not take any action, or authorize or permit any of its affiliates or representatives to take any action, that materially reduces the amount of any Tax Benefit Payment or delays the timing of any Tax Benefit Payment, including making any material change in accounting policies or practices (except for any such change required by GAAP or by applicable law). Notwithstanding the foregoing, PubCo shall notify the Stockholders’ Representative of, and keep the Stockholders’ Representative reasonably informed with respect to, the portion of any audit of PubCo or any of its Subsidiaries by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of the Company, the Stockholders’ Representative or the Sellers under this Agreement, and shall provide the Stockholders’ Representative with a reasonable opportunity to provide information and other input to PubCo and its advisors concerning the conduct of any such portion of such audit.
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Participation in Tax Matters. CONSISTENCY; COOPERATION 19 Section 6.1 Participation in the Corporation’s Tax Matters 19 Section 6.2 Consistency 19 Section 6.3 Cooperation 19 ARTICLE VII MISCELLANEOUS 20 Section 7.1 Notices 20 Section 7.2 Counterparts 22 Section 7.3 Entire Agreement; No Third Party Beneficiaries 22 Section 7.4 Governing Law 22 Section 7.5 Severability 22 Section 7.6 Successors: Assignment 22 Section 7.7 Amendments: Waivers 23 Section 7.8 Titles and Subtitles 23 Section 7.9 Reconciliation 23 Section 7.10 Consent to Jurisdiction 24 TABLE OF CONTENTS (cont’d) Page Section 7.11 Waiver of Jury Trial 24 Section 7.12 Withholding 25 Section 7.13 Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets 25 Section 7.14 Confidentiality 26 Section 7.15 No Similar Agreements 26 Section 7.16 Change in Law 27 Section 7.17 Agent 27 TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 9, 2022, is hereby entered into by and among BRC Inc., a Delaware public benefit corporation (the “Corporation”), Authentic Brands LLC, a Delaware limited liability company (the “Company”), and the Agent.
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Participation in Tax Matters. CONSISTENCY; COOPERATION 18 Section 6.1 Participation in the Corporation’s Tax Matters 18 Section 6.2 Consistency 18 Section 6.3 Cooperation 18 ARTICLE VII MISCELLANEOUS 19 Section 7.1 Notices 19 Section 7.2 Counterparts 19 Section 7.3 Entire Agreement; No Third Party Beneficiaries 20 Section 7.4 Governing Law 20 Section 7.5 Severability 20 Section 7.6 Successors: Assignment 20 Section 7.7 Amendments: Waivers 20 Section 7.8 Titles and Subtitles 20 Section 7.9 Reconciliation 20 Section 7.10 Consent to Jurisdiction 21 Section 7.11 Waiver of Jury Trial 22 Section 7.12 Withholding 22 Section 7.13 Admission of the Corporation into a Consolidated Group; Transfers of Corporate Assets 22 Section 7.14 Confidentiality 23 Section 7.15 No Similar Agreements 23 Section 7.16 Change in Law 23 EXECUTION VERSION TAX RECEIVABLE AGREEMENT This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of January 29, 2021, is hereby entered into by and among Shoals Technologies Group, Inc., a Delaware corporation (the “Corporation”), Shoals Parent LLC, a Delaware limited liability company (the “Company”), Oaktree Power Opportunities Fund IV (Delaware) Holdings, L.P., a Delaware limited partnership (“Oaktree Power”), Xxxx Xxxxx, an individual (together with his Affiliates, the “Founder”), each of the Exchange TRA Holders from time to time party hereto, each of the Reorganization TRA Holders from time to time party hereto (and, together with the Exchange TRA Holders, the “TRA Holders”), and the Agent.
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Participation in Tax Matters. Except as otherwise provided herein, HoldCo shall have full responsibility for, and sole discretion over, all Tax matters concerning HoldCo, GDH LP and their respective Subsidiaries, including the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing, HoldCo shall notify a TRA Limited Partner of, and keep such TRA Limited Partner reasonably informed with respect to, the portion of any audit of HoldCo and GDH LP by a Taxing Authority the outcome of which is reasonably expected to affect the rights and obligations of such TRA Limited Partner under this Agreement, and shall provide to such TRA Limited Partner reasonable opportunity to provide information and other input (at such TRA Limited Partner’s own expense) to HoldCo, GDH LP and their respective advisors concerning the conduct of (but, for the avoidance of doubt such TRA Limited Partner may not control) any such portion of such audit; provided, however, that HoldCo and GDH LP shall not be required to take any action that is inconsistent with any provision of the Partnership Agreement
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Participation in Tax Matters. Except as otherwise provided herein or in the Merger Agreement, the Operating Agreement or the Operating Agreement of Surviving Management Holdings, Parent shall have full responsibility for, and sole discretion over, all tax matters concerning Parent, Holdco or Opco, including preparing, filing or amending any Tax Return and defending, contesting or settling any issue pertaining to taxes. Notwithstanding the foregoing, Parent shall notify the Members of, and keep them reasonably informed with respect to, the portion of any audit by any Taxing Authority of Parent, Holdco, Management Holdings, Opco or any of Opco’s Subsidiaries, the outcome of which is reasonably expected to materially affect such Members’ rights and obligations under this Agreement, and any such Member shall have the right to participate in and to monitor at its own expense (but not to control) any such portion of any such audit; provided that none of Parent, Holdco, Management Holdings, Opco or any of Opco’s Subsidiaries shall settle or fail to contest any issue that is reasonably expected to materially adversely affect the Members’ rights or obligations under this Agreement (including the amount or timing of payment made hereunder) without the prior written consent of the Designated Representative (such consent not to be unreasonably withheld, conditioned or delayed). In addition to the foregoing, Parent shall not take any action outside the ordinary course of business (other than exercising its early termination right under Section 4.1(a)), the principal purpose of which is to minimize Tax Benefit Payments determined in accordance with this Agreement.
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Participation in Tax Matters. CONSISTENCY; COOPERATION 17 Section 6.1 Participation in the Corporation’s Tax Matters 17 Section 6.2 Consistency 18 Section 6.3 Cooperation 18 Article VII MISCELLANEOUS 18 Section 7.1 Notices 18 Section 7.2 Counterparts 19 Section 7.3 Entire Agreement; No Third Party Beneficiaries 19 Section 7.4 Governing Law 19 Section 7.5 Severability 19 Section 7.6 Successors; Assignment 20 Section 7.7 Amendments: Waivers 20 Section 7.8 Headings 20 Section 7.9 Reconciliation 20 Section 7.10 Consent to Jurisdiction 21 Section 7.11 Waiver of Jury Trial 21 Section 7.12 Withholding 21
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Related to Participation in Tax Matters

  • Participation in Profits and Losses All profits and losses of the Company will be allocated to the Member.

  • Participation in Litigation Prior to the Effective Time, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Parent, of any Actions commenced or, to the Company’s Knowledge on the one hand and Parent’s Knowledge on the other hand, threatened against such party which relate to this Agreement and the transactions contemplated hereby. The Company shall give Parent the opportunity to participate in the defense or settlement of any shareholder litigation against the Company and/or its directors relating to the transactions contemplated hereby, and no such litigation shall be settled without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

  • Tax Contest Participation Unless waived by the parties in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to request to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment (or any payment under Section 6) to the Controlling Party under this Agreement. The failure of the Controlling Party to provide any notice specified in this Section 10.02(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

  • Participation in Benefit Plans During the Term hereof, Executive shall be entitled to participate in any group insurance, hospitalization, medical, dental, health, accident, disability, or similar plan or program of the Company now existing or established hereafter to the extent that he is eligible under the general provisions thereof. The Company may, in its sole discretion and from time to time, amend, eliminate, or establish additional benefit programs as it deems appropriate. Executive shall also participate in all standard fringe benefits offered by the Company to its salaried executives.

  • Participation in Retirement and Employee Benefit Plans The Employee shall be entitled to participate in all plans relating to pension, thrift, profit-sharing, group life and disability insurance, medical and dental coverage, education, cash bonuses, and other retirement or employee benefits or combinations thereof, in which the Bank's executive officers participate.

  • Participation in Plans Notwithstanding any other provision of this Agreement, the Executive shall have the right to participate in any and all of the plans or programs made available by the Company (or it subsidiaries, divisions or affiliates) to, or for the benefit of, executives (including the annual stock option and restricted stock grant programs) or employees in general, on a basis consistent with other senior executives.

  • Joint Participation in Drafting Each party to this Agreement has participated in the negotiation and drafting of this Agreement and the other Transaction Documents. As such, the language used herein and therein shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party to this Agreement.

  • Participation in Employee Benefit Plans The Executive shall be permitted during the Term, if and to the extent eligible, to participate in any group life, hospitalization or disability insurance plan, health program, or any pension plan or similar benefit plan of the Company, which is available generally to other senior executives of the Company.

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

  • Withholding Tax Payments and Obligations If withholding taxes are paid or required to be paid in respect of payments made to or by the Company, such payments or obligations shall be treated as follows:

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