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 3.01 to the contrary, to the extent that the aggregate tax benefit of the Corporate Taxpayer’s 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 to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated among the Tax Receivable Agreements (and among all parties eligible for payments thereunder) in proportion to the respective amounts of Tax Benefit Payments (as defined in each Tax Receivable Agreement) that would have been determined under the Tax Receivable Agreements (and allocated among such parties) if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Tax Receivable Agreements (and among all parties eligible for payments thereunder) the aggregate Tax Benefit Payments under the Tax Receivable Agreements with respect to any Taxable Year, the operation of this Section 3.03(a) with respect to any prior Taxable Year shall be taken into account, it being the intention of the parties to the Tax Receivable Agreements for each party eligible for payments thereunder to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such party had this Section 3.03(a) never operated.

Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate tax benefit amount of the Corporate Taxpayer’s tax benefit from the reduction in Tax liability as a result of the Basis Adjustments, the NOLs and Pre-IPO NOLs, Original Basis Adjustments, Remedial Allocations or 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 to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated among the Tax Receivable Agreements (and among all parties eligible for payments thereunder) in proportion to the respective amounts of Tax Benefit Payments (as defined in each Tax Receivable Agreement) that would have been determined under the Tax Receivable Agreements (and allocated among such parties) if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Tax Receivable Agreements (and among all parties eligible for payments thereunder) the aggregate Tax Benefit Payments payable under the Tax Receivable Agreements with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year shall be taken into account, it being the intention of the parties to the Tax Receivable Agreements for each party eligible for payments thereunder to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such party had this Section 3.03(a3.3(a) never operated.

Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements. (a) Notwithstanding anything in Section 3.01 3.1 to the contrary, to the extent that the aggregate tax benefit amount of the Corporate Taxpayer’s tax benefit from the reduction in Tax liability as a result of the Basis Adjustments, the NOLs and Pre-IPO NOLs, Original Basis Adjustment, Remedial Allocations or 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 to fully utilize available deductions and other attributes, the limitation on the tax benefit for the Corporate Taxpayer shall be allocated among the Tax Receivable Agreements (and among all parties eligible for payments thereunder) in proportion to the respective amounts of Tax Benefit Payments (as defined in each Tax Receivable Agreement) that would have been determined under the Tax Receivable Agreements (and allocated among such parties) if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation; provided, that for purposes of allocating among the Tax Receivable Agreements (and among all parties eligible for payments thereunder) the aggregate Tax Benefit Payments payable under the Tax Receivable Agreements with respect to any Taxable Year, the operation of this Section 3.03(a3.3(a) with respect to any prior Taxable Year shall be taken into account, it being the intention of the parties to the Tax Receivable Agreements for each party eligible for payments thereunder to receive, in the aggregate, Tax Benefit Payments in proportion to the aggregate Net Tax Benefits Attributable to such party had this Section 3.03(a3.3(a) never operated.