Common use of Tax Benefit Payment Clause in Contracts

Tax Benefit Payment. A “Tax Benefit Payment” means an amount, not less than zero, equal to the sum of the Net Tax Benefit and the Interest Amount. Tax Benefit Payments shall be made to the Members in the following order and priority: first, a Catch-Up Payment shall be made to each Member, until each Member has received an aggregate Catch-Up Payment (including in such aggregate Catch-Up Payments made pursuant to the first sentence of Section 3.1(a) as well as Catch-Up Payments described in this Section 3.1(b)) equal to 20% of the amount of the ordinary income recognized by such Member in connection with the Contribution or recognized by Aurora in connection with the LLC Merger and allocated to the Member on the Schedule K-1 of Aurora’s Form 1065 for the year during which the Merger occurs (provided, however, that aggregate Catch-Up Payments made to all Members pursuant to the terms of this Agreement shall not exceed one million dollars ($1,000,000)); and second, a payment (a “Regular Payment”) shall be made to each Member equal to any remaining Tax Benefit Payment multiplied by such Member’s Percentage as set forth on the Member Percentage Schedule attached hereto (and as updated from time to time by written notice to the Corporation by any Member assigning in whole or in part its interests hereunder), with it being understood and agreed that each Catch-Up Payment and each Regular Payment will include a ratable portion of each of the Net Tax Benefit and the Interest Amount. For the avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as interest but instead shall be treated as additional consideration for the acquisition of Units in the Merger unless otherwise required by law. The “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of (i) 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year over (ii) the total amount of Catch-Up Payments and Regular Payments previously made under this Section 3.1 (excluding the portion of any such payments attributable to Interest Amounts); provided, for the avoidance of doubt, that no Member shall be required to return any portion of any previously made Tax Benefit Payment. The “Interest Amount” shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for filing the Corporation Return with respect to Taxes for such Taxable Year until the Payment Date. Notwithstanding the foregoing, for each Taxable Year ending on or after the date of a Change of Control, all Tax Benefit Payments shall be calculated by utilizing Valuation Assumptions (1), (3), (4) and (5), substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination Date.”

Tax Benefit Payment. A “Tax Benefit Payment” means an amount, not less than zero, equal to the sum of the Net Tax Benefit and the Interest Amount. Tax Benefit Payments shall be made to the Members in the following order and priority: first, a Catch-Up Payment shall be made to each Member, until each Member has received an aggregate Catch-Up Payment (including in such aggregate Catch-Up Payments made pursuant to the first sentence of Section 3.1(a) as well as Catch-Up Payments described in this Section 3.1(b)) equal to 20% of the amount of the such ordinary income recognized by such Member in connection with the Contribution or recognized by Aurora in connection with the LLC Merger and allocated to the Member on the Schedule K-1 of Aurora’s Form 1065 for the year during which the Merger occurs (provided, however, that aggregate Catch-Up Payments made to all Members pursuant to the terms of this Agreement shall not exceed one million dollars ($1,000,000)); and second, a payment (a “Regular Payment”) shall be made to each Member equal to any remaining Tax Benefit Payment multiplied by such Member’s Percentage as set forth on the Member Percentage Schedule attached hereto (and as updated from time to time by written notice to the Corporation by any Member assigning in whole or in part its interests hereunder), with it being understood and agreed that each Catch-Up Payment and each Regular Payment will include a ratable portion of each of the Net Tax Benefit and the Interest Amount. For the avoidance of doubt, for Tax purposes, the Interest Amount shall not be treated as interest but instead shall be treated as additional consideration for the acquisition of Units in the Merger unless otherwise required by law. The “Net Tax Benefit” for a Taxable Year shall be an amount equal to the excess, if any, of (i) 85% of the Cumulative Net Realized Tax Benefit as of the end of such Taxable Year over (ii) the total amount of Catch-Up Payments and Regular Payments previously made under this Section 3.1 (excluding the portion of any such payments attributable to Interest Amounts); provided, for the avoidance of doubt, that no Member shall be required to return any portion of any previously made Tax Benefit Payment. The “Interest Amount” shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions) for filing the Corporation Return with respect to Taxes for such Taxable Year until the Payment Date. Notwithstanding the foregoing, for each Taxable Year ending on or after the date of a Change of Control, all Tax Benefit Payments shall be calculated by utilizing Valuation Assumptions (1), (3), (4) and (5), substituting in each case the terms “the closing date of a Change of Control” for an “Early Termination Date.”