Common use of Payment Ordering Clause in Contracts

Payment Ordering. If for any reason the Corporate Taxpayer does not fully satisfy its payment obligations to make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA Parties agree that (i) Tax Benefit Payments for such Taxable Year shall be allocated to all parties then eligible for Tax Benefit Payments under this Agreement in proportion to the payments that would have been made to each TRA Party if the Corporate Taxpayer had sufficient cash available to make such payments (taking into account the operation of Section 3.3) and the TRA Bonus Amount payable as a result thereof and (ii) no Tax Benefit Payments or payments under the TRA Bonus Agreements shall be made in respect of any Taxable Year until all Tax Benefit Payments to all TRA Parties and, to the extent required under the terms thereof, under all TRA Bonus Agreements of Eligible Executive Officers in respect of all prior Taxable Years have been made in full.