Common use of Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements Clause in Contracts

Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements. (a) Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate amount of the Corporate Taxpayer’s tax benefit subject to the Tax Receivable Agreements is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income in such Taxable Year to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated as follows: (i) first among any Post-Effective Date TRAs (and among all Persons eligible for payments thereunder in the manner set forth in such Post-Effective Date TRAs) and (ii) to the extent of any remaining limitation on tax benefit for the Corporate Taxpayer after application of clause (i), among all Persons eligible for payments under this Agreement in proportion to the respective amounts of Net Tax Benefit that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there was no such limitation.

Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements. (a) Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate amount of the Corporate Taxpayer’s tax benefit subject to the Tax Receivable Agreements is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income in such Taxable Year to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated as follows: (i) first among any Post-Effective Date IPO TRAs (and among all Persons eligible for payments thereunder in the manner set forth in such Post-Effective Date IPO TRAs) and (ii) to the extent of any remaining limitation on tax benefit for the Corporate Taxpayer after application of clause (i), among this Agreement (and among all Persons eligible for payments under this Agreement thereunder) in proportion to the respective amounts of Net Tax Benefit that would have been determined under this Agreement if the Corporate Taxpayer had sufficient taxable income so that there was no such limitation.

Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements. (a) Notwithstanding anything in Section 3.1 3.01 to the contrary, to the extent that the aggregate amount tax benefit of the Corporate Taxpayer’s tax benefit subject to reduction in Tax liability as a result of the Basis Adjustments, the NOLs and Imputed Interest under the Tax Receivable Agreements (as such terms are defined in each Tax Receivable Agreement) is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income in such Taxable Year to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated as follows: (i) first among any Post-Effective Date TRAs the Tax Receivable Agreements (and among all Persons parties eligible for payments thereunder in the manner set forth in such Post-Effective Date TRAsthereunder) and (ii) to the extent of any remaining limitation on tax benefit for the Corporate Taxpayer after application of clause (i), among all Persons eligible for payments under this Agreement in proportion to the respective amounts of Net Tax Benefit Payments (as defined in each Tax Receivable Agreement) that would have been determined under this Agreement the Tax Receivable Agreements (and allocated among such parties) if the Corporate Taxpayer had sufficient taxable income so that there was were no such limitation.

Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements. (a) Notwithstanding anything in Section 3.1 3.01 to the contrary, to the extent that the aggregate amount tax benefit of the Corporate Taxpayer’s tax benefit subject deduction with respect to the Basis Adjustments, the NOLs and Imputed Interest under the Tax Receivable Agreements (as such terms are defined in each Tax Receivable Agreement) is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income in such Taxable Year to fully utilize available deductions and other attributesincome, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated as follows: (i) first among any Post-Effective Date TRAs the Tax Receivable Agreements (and among all Persons parties eligible for payments thereunder in the manner set forth in such Post-Effective Date TRAsthereunder) and (ii) to the extent of any remaining limitation on tax benefit for the Corporate Taxpayer after application of clause (i), among all Persons eligible for payments under this Agreement in proportion to the respective amounts of Net Tax Benefit Payments (as defined in each Tax Receivable Agreement) that would have been determined under this Agreement the Tax Receivable Agreements (and allocated among such parties) if the Corporate Taxpayer had sufficient taxable income so that there was were no such limitation.

Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements. (a) Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate amount of the Corporate Taxpayer’s tax benefit subject to the Tax Receivable Agreements is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income in such Taxable Year to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated as follows: (i) first among any Post-Effective Date IPO TRAs (and among all Persons eligible for payments thereunder in the manner set forth in such Post-Effective Date IPO TRAs) and (ii) to the extent of any remaining limitation on tax benefit for the Corporate Taxpayer after the application of clause (i), among this Agreement and the Non-Blocker Holders TRA (and among all Persons eligible for payments under this Agreement thereunder) in proportion to the respective amounts of Net Tax Benefit that would have been determined under this Agreement and the Non-Blocker Holders TRA if the Corporate Taxpayer had sufficient taxable income so that there was were no such limitation.

Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements. (a) Notwithstanding anything in Section 3.1 to the contrary, to the extent that the aggregate amount of the Corporate Taxpayer’s tax benefit subject to the Tax Receivable Agreements is limited in a particular Taxable Year because the Corporate Taxpayer does not have sufficient taxable income in such Taxable Year to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated as follows: (i) first among any Post-Effective Date IPO TRAs (and among all Persons eligible for payments thereunder in the manner set forth in such Post-Effective Date IPO TRAs) and (ii) to the extent of any remaining limitation on tax benefit for the Corporate Taxpayer after the application of clause (i), among this Agreement and the Blocker Holders TRA (and among all Persons eligible for payments under this Agreement thereunder) in proportion to the respective amounts of Net Tax Benefit that would have been determined under this Agreement and the Blocker Holders TRA if the Corporate Taxpayer had sufficient taxable income so that there was were no such limitation.