Common use of Pro Rata Payments Clause in Contracts

Pro Rata Payments. For the avoidance of doubt, to the extent that (i) the Corporation’s deductions with respect to any Basis Adjustment is limited in a particular Taxable Year or (ii) the Corporation lacks sufficient funds to satisfy its obligations to make all Tax Benefit Payments due in a particular taxable year, the limitation on the deduction, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Exchanging Member in the same proportion as Tax Benefit Payments would have been made absent the limitations in clauses (i) and (ii) of this paragraph, as applicable.

Appears in 8 contracts

Samples: Tax Receivable Agreement (Truett-Hurst, Inc.), Tax Receivable Agreement (DynaVox Inc.), Tax Receivable Agreement (Duff & Phelps Corp)

AutoNDA by SimpleDocs

Pro Rata Payments. For the avoidance of doubt, to the extent that (i) the Corporation’s deductions with respect to any Basis Adjustment is limited in a particular Taxable Year or (ii) the Corporation lacks sufficient funds to satisfy its obligations to make all Tax Benefit Payments due in a particular taxable yearTaxable Year, the limitation on the deductiondeductions, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Exchanging Member Applicable Partner in the same proportion as Tax Benefit Payments would have been made absent the limitations set forth in clauses (i) and (ii) of this paragraph, as applicable.

Appears in 6 contracts

Samples: Tax Receivable Agreement (Och-Ziff Capital Management Group LLC), Tax Receivable Agreement (Moelis & Co), Tax Receivable Agreement (Moelis & Co)

Pro Rata Payments. For the avoidance of doubt, to the extent that (i) the Corporation’s deductions with respect to any Basis Adjustment is are limited in a particular Taxable Year or (ii) the Corporation lacks sufficient funds to satisfy its obligations to make all Tax Benefit Payments due in a particular taxable yearTaxable Year, the limitation on the deductiondeductions, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Exchanging Member Partners in the same proportion as Tax Benefit Payments would have been made absent the limitations set forth in clauses (i) and (ii) of this paragraph, as applicable.

Appears in 4 contracts

Samples: Tax Receivable Agreement (Hamilton Lane INC), Tax Receivable Agreement (Hamilton Lane INC), Tax Receivable Agreement (Hamilton Lane INC)

Pro Rata Payments. For the avoidance of doubt, to the extent that (i) the Corporation’s deductions with respect to any Basis Adjustment is are limited in a particular Taxable Year or (ii) the Corporation lacks sufficient funds to satisfy or is prevented under any credit agreement or other arrangement from satisfying its obligations to make all Tax Benefit Payments due in a particular taxable yearTaxable Year, the limitation on the deduction, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Exchanging Member Applicable Principal in the same proportion as Tax Benefit Payments would have been made absent the limitations in clauses (i) and (ii) of this paragraphSection 3.03, as applicable.

Appears in 3 contracts

Samples: Tax Receivable Agreement (RCS Capital Corp), Tax Receivable Agreement (Artio Global Investors Inc.), Tax Receivable Agreement (RCS Capital Corp)

Pro Rata Payments. For the avoidance of doubt, to the extent that (i) the Corporation’s deductions with respect to any Basis Adjustment is or Imputed Interest are limited in a particular Taxable Year or (ii) the Corporation lacks sufficient funds to satisfy its obligations to make all Tax Benefit Payments due in a particular taxable yearTaxable Year, the limitation on the deductiondeductions, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Exchanging Member Applicable Partner in the same proportion as Tax Benefit Payments would have been made absent the limitations set forth in clauses (i) and (ii) of this paragraph, as applicable.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Perella Weinberg Partners), Business Combination Agreement (FinTech Acquisition Corp. IV)

Pro Rata Payments. For the avoidance of doubt, to the extent that (i) Feeder’s or the Corporation’s deductions with respect to any Basis Adjustment is limited in a particular Taxable Year or (ii) the Corporation lacks sufficient funds to satisfy its obligations to make all Tax Benefit Payments due in a particular taxable yearTaxable Year, the limitation on the deductiondeductions, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Exchanging Member Applicable Partner in the same proportion as Tax Benefit Payments would have been made absent the limitations set forth in clauses (i) and (ii) of this paragraph, as applicable.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Moelis & Co), Tax Receivable Agreement (Moelis & Co)

Pro Rata Payments. For the avoidance of doubt, to the extent that (i) the Corporation’s deductions with respect to any Basis Adjustment is limited in a particular Taxable Year or (ii) the Corporation lacks sufficient funds to satisfy or is prevented under any credit agreement or other arrangement from satisfying its obligations to make all Tax Benefit Payments due in a particular taxable Taxable year, the limitation on the deduction, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Exchanging Applicable Member in the same proportion as Tax Benefit Payments would have been made absent the limitations in clauses (i) and (ii) of this paragraph, as applicable.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Pzena Investment Management, Inc.), Tax Receivable Agreement (Pzena Investment Management, Inc.)

AutoNDA by SimpleDocs

Pro Rata Payments. For the avoidance of doubt, to the extent that (i) the Corporation’s deductions with respect to any Basis Adjustment is are limited in a particular Taxable Year or (ii) the Corporation lacks sufficient funds to satisfy or is prevented under any credit agreement or other arrangement from satisfying its obligations to make all Tax Benefit Payments due in a particular taxable yearTaxable Year, the limitation on the deduction, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Exchanging Applicable Member in the same proportion as Tax Benefit Payments would have been made absent the limitations in clauses (i) and (ii) of this paragraphSection 3.03, as applicable.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Manning & Napier, Inc.), Tax Receivable Agreement (Manning & Napier, Inc.)

Pro Rata Payments. For the avoidance of doubt, to the extent that (i) the Corporation’s deductions with respect to any Basis Adjustment is limited in a particular Taxable Year or (ii) the Corporation lacks sufficient funds to satisfy its obligations to make all Tax Benefit Payments due in a particular taxable year, the limitation on the deduction, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Exchanging Member Partner in the same proportion as Tax Benefit Payments would have been made absent the limitations in clauses (i) and (ii) of this paragraph, as applicable.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Athlon Energy Inc.), Tax Receivable Agreement (Athlon Energy Inc.)

Pro Rata Payments. For the avoidance of doubt, to the extent that (ia) the Corporation’s deductions with respect to any Basis Adjustment is limited in a particular Taxable Year or (iib) the Corporation lacks sufficient funds to satisfy its obligations to make all Tax Benefit Payments due in a particular taxable year, the limitation on the deduction, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Exchanging Member in the same proportion as Tax Benefit Payments would have been made absent the limitations in clauses (ia) and (iib) of this paragraph, as applicable.

Appears in 2 contracts

Samples: Tax Receivable Agreement (PBF Energy Inc.), Tax Receivable Agreement (PBF Energy Inc.)

Pro Rata Payments. For the avoidance of doubt, to the extent that (i) the Corporation’s deductions with respect to any Basis Adjustment is or Imputed Interest are limited in a particular Taxable Year or (ii) the Corporation lacks sufficient funds to satisfy its obligations to make all Tax Benefit Payments due in a particular taxable yearTaxable Year, the limitation on the deductiondeductions, or the Tax Benefit Payments that may be made, as the case may be, shall be taken into account or made for the Exchanging Applicable Member in the same proportion as Tax Benefit Payments would have been made absent the limitations set forth in clauses (i) and (ii) of this paragraph, as applicable.

Appears in 2 contracts

Samples: Tax Receivable Agreement (SmileDirectClub, Inc.), Tax Receivable Agreement (SmileDirectClub, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.