Common use of Payment Amounts Clause in Contracts

Payment Amounts. The Corporation and the Exchange TRA Parties agree that, as of the date of this Agreement and as of the date of any future Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for U.S. federal income tax purposes. Notwithstanding anything to the contrary in this Agreement, if an Exchange TRA Party so notifies the Corporation, (i) the stated maximum selling price (within the meaning of Section 15a.453-1(c)(2) of the Treasury Regulations) with respect to a specified Exchange by such Exchange TRA Party shall not exceed [two-hundred percent (200%)] (or such other percentage as the relevant party shall specify of the amount of the initial consideration received in such Exchange (which, for the avoidance of doubt, shall include the amount of any cash and the fair market value of any Class A Common Stock received in such Exchange and shall exclude the fair market value of any Tax Benefit Payments) and (ii) the sum of the initial consideration received in connection with such Exchange and the aggregate Tax Benefit Payments paid to such Exchange TRA Party in respect of such Exchange (other than amounts accounted for as interest under the Code) shall not exceed such stated maximum selling price with respect to such Exchange. For the avoidance of doubt, this Section 7.17 shall not limit any amounts payable in connection with an Early Termination Payment.

Payment Amounts. The Corporation and the Exchange TRA Parties agree that, as of the date of this Agreement and as of the date of any future Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for U.S. federal income tax purposes. Notwithstanding anything to the contrary in this Agreement, if unless an Exchange TRA Party so notifies the CorporationCorporation otherwise, (i) the stated maximum selling price (within the meaning of Section 15a.453Treasury Regulation 15A.453-1(c)(2) of the Treasury Regulations)) with respect to a specified any Exchange by such Exchange TRA Party shall not exceed [two-hundred percent (200%)] (or such other percentage as the relevant party shall specify % of the amount of the initial consideration received in connection with such Exchange (which, for the avoidance of doubt, shall include the amount of any cash and the fair market value of any Class A Common Stock received in such Exchange (even if such cash is subject to a deferred payout under the terms of the Merger Agreement) and shall exclude the fair market value of any Tax Benefit Payments) and (ii) the sum of the initial consideration received in connection with such Exchange and the aggregate Tax Benefit Payments paid to such Exchange TRA Party in respect of such Exchange (other than amounts accounted for as interest under the Code) shall not exceed such stated maximum selling price with respect to such Exchange. For the avoidance of doubt, this Section 7.17 7.19 shall not limit any amounts payable in connection with an Early Termination Payment.”

Payment Amounts. The Corporation and the Exchange TRA Parties agree that, as of the date of this Agreement and as of the date of any future Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for U.S. federal income tax purposes. Notwithstanding anything to the contrary in this Agreement, if unless an Exchange TRA Party so notifies the CorporationCorporation otherwise, (i) the stated maximum selling price (within the meaning of Section 15a.453Treasury Regulation 15A.453-1(c)(2) of the Treasury Regulations)) with respect to a specified any Exchange by such Exchange TRA Party shall not exceed [two-hundred percent (200%)] (or such other percentage as the relevant party shall specify % of the amount of the initial consideration received in connection with such Exchange (which, for the avoidance of doubt, shall include the amount of any cash and the fair market value of any Class A Common Stock received in such Exchange and shall exclude the fair market value of any Tax Benefit Payments) and (ii) the sum of the initial consideration received in connection with such Exchange and the aggregate Tax Benefit Payments paid to such Exchange TRA Party in respect of such Exchange (other than amounts accounted for as interest under the Code) shall not exceed such stated maximum selling price with respect to such Exchange. For the avoidance of doubt, this Section 7.17 7.19 shall not limit any amounts payable in connection with an Early Termination Payment.

Payment Amounts. The Corporation and the Exchange TRA Parties agree that, as of the date of this Agreement and as of the date of any future Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for U.S. federal income tax purposes. Notwithstanding anything to the contrary in this Agreement, if an Exchange TRA Party so notifies the Corporation, (i) the stated maximum selling price (within the meaning of Section 15a.453-1(c)(2) of the Treasury Regulations) with respect to a specified Exchange by such Exchange TRA Party shall not exceed [two-hundred percent (200%)] ) (or such other percentage as the relevant party shall specify of the amount of the initial consideration received in such Exchange (which, for the avoidance of doubt, shall include the amount of any cash and the fair market value of any Class A Common Stock received in such Exchange and shall exclude the fair market value of any Tax Benefit Payments) and (ii) the sum of the initial consideration received in connection with such Exchange and the aggregate Tax Benefit Payments paid to such Exchange TRA Party in respect of such Exchange (other than amounts accounted for as interest under the Code) shall not exceed such stated maximum selling price with respect to such Exchange. For the avoidance of doubt, this Section 7.17 shall not limit any amounts payable in connection with an Early Termination Payment.

Payment Amounts. The Corporation and the Exchange TRA Parties agree that, as of the date of this Agreement and as of the date of any future Exchange that may be subject to this Agreement, the aggregate value of the Tax Benefit Payments cannot be reasonably ascertained for U.S. federal income tax purposes. Notwithstanding anything to the contrary in this Agreement, if unless an Exchange TRA Party so notifies the CorporationCorporation otherwise, (i) the stated maximum selling price (within the meaning of Section 15a.453Treasury Regulation 15A.453-1(c)(2) of the Treasury Regulations)) with respect to a specified any Exchange by such Exchange TRA Party shall not exceed [two-hundred percent (200%)] (or such other percentage as the relevant party shall specify 150% of the amount of the initial consideration received in connection with such Exchange (which, for the avoidance of doubt, shall include the amount of any cash and the fair market value of any Class A Common Stock received in such Exchange and shall exclude the fair market value of any Tax Benefit Payments) and (ii) the sum of the initial consideration received in connection with such Exchange and the aggregate Tax Benefit Payments paid to such Exchange TRA Party in respect of such Exchange (other than amounts accounted for as interest under the Code) shall not exceed such stated maximum selling price with respect to such Exchange. For the avoidance of doubt, this Section 7.17 7.19 shall not limit any amounts payable in connection with an Early Termination Payment.