TRA Sample Clauses

TRA. Seller hereby assigns all of its rights under that certain Tax Receivable Agreement between Nerdy Inc. and certain other persons named therein, dated as of September 20, 2021, with respect to the purchased OpCo Units, including any rights to Tax Benefit Payments (as defined within the Tax Receivable Agreement) with respect to the purchased OpCo Units. In connection with the assignment contemplated by this Section 4.10, the parties and the Company are entering into a joinder to the Tax Receivable Agreement in the form attached hereto as Exhibit A.
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TRA. Bus shelters located at 0000 Xxxxxxxxxx Xxx, Bay Road and Xxxxxx Ave, Bay Road and Illinois St, Xxxxxx Ave and X’Xxxxxx St, University Ave and Sacramento St, Bay Rd and Newbridge St, Bay Rd and Oakwood Dr, and Xxxxxx Ave south of Xxxxxxx (Proposed) in East Palo Alto. Exhibit “B” to Disbursement Agreement Scope of Work
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TRA. The Company and New agree that if the Company decides, in its sole discretion, to enter into a Tax Receivable Agreement or similar agreement (the “TRA”), New shall be entitled to participate in the TRA proportionate to his ownership as a Unit holder of the Company in accordance with and subject to the terms and conditions of the TRA and the Company’s operating agreement, as may be amended.
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TRA. The issued and outstanding Stammkapital of TRA in the amount of EUR 35,000 is represented by one Gesch’ftsanteil (the “TRA Shares”). As of the date hereof (and also at the Closing Date if the Company Reorganization is not effected in accordance with Section 5.8), all of the TRA Shares are (and will be if the Company Reorganization is not effected) legally and beneficially owned solely by EHG free and clear of all Liens (other than those restrictions on transfer and other restrictions under applicable Law which are set forth in Section 3.6 of the Disclosure Schedule) and there is no agreement, arrangement or obligation to create or grant any Lien in relation to the TRA Shares. As of the Closing Date, as a result of the consummation of the Company Reorganization (assuming this is effected in accordance with Section 5.8), all of the TRA Shares will be legally and beneficially owned solely by the Company free and clear of all Liens (other than restrictions on transfer and other restrictions under applicable Law which are set forth in Section 3.6 of the Disclosure Schedule) and there is no agreement, arrangement or obligation to create or grant a Lien in relation to the TRA Shares. The TRA Shares have been duly authorized and validly issued and comprise the whole of TRA's allotted and issued share capital and are fully paid or credited as fully paid.
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TRA. There are no outstanding securities convertible into or xxxxxxxxxxxe for any Gesch’ftsanteil of TRA, or any options, warrants or other rights to subscribe for or to purchase, or any agreements (contingent or otherwise) providing for the creation, allotment, issuance or transfer of, or any calls, commitments or claims of any character relating to, any Gesch’ftsanteil of TRA or any securities convertible into or exchangeable for, any Gesch’ftsanteil of TRA, nor is TRA subject to any obligation (contingent or otherwise) to redeem, repurchase or otherwise acquire or retire any of its Gesch’ftsanteile. TRA has not granted and has not entered into any agreement to grant any stock appreciation, phantom stock or similar rights.
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Related to TRA

  • Tax Benefit Schedule Within one hundred fifty (150) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to the Members a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”). The Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a), and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(b).

  • Earn-Out Consideration (a) If the consolidated earnings before taxes (the "EBT") of Newco, for the twelve months ending December 31, 1998, increased by amounts in respect of those items set forth on Schedule 2.5 that affected net income during the period from January 1, 1998 through the Closing Date and decreased by the amount of UniCapital corporate overhead allocated to Newco for the period from the Closing Date through December 31, 1998 (the "Adjusted 1998 EBT"), exceeds the consolidated EBT of Newco for the twelve months ending December 31, 1997, inclusive of the add-backs set forth on Schedule 2.5 ("Adjusted 1997 EBT"), then the Partners shall be entitled to receive one-half of the difference between the Adjusted 1998 EBT and the Adjusted 1997 EBT.

  • Joinder to the Tax Receivable Agreement Upon the execution of this Joinder by the undersigned and delivery hereof to the Corporation, the undersigned hereby is and hereafter will be a Member under the Tax Receivable Agreement and a Party thereto, with all the rights, privileges and responsibilities of a Member thereunder. The undersigned hereby agrees that it shall comply with and be fully bound by the terms of the Tax Receivable Agreement as if it had been a signatory thereto as of the date thereof.

  • Tax Benefit Payments Section 3.1 Payments 12 Section 3.2 No Duplicative Payments 13

  • Tax Liability The Authorized Participant shall be responsible for the payment of any transfer tax, sales or use tax, stamp tax, recording tax, value added tax and any other similar tax or government charge applicable to the creation or redemption of any Basket made pursuant to this Agreement, regardless of whether or not such tax or charge is imposed directly on the Authorized Participant. To the extent the Trustee, the Sponsor or the Trust is required by law to pay any such tax or charge, the Authorized Participant agrees to promptly indemnify such party for any such payment, together with any applicable penalties, additions to tax or interest thereon.

  • Benefit Payments Benefit Payments, as referred to in this Agreement, means the sum of (i) Claims, as described in Xxxxxxxxx 0 xxxxx, (xx) Cash Surrender Values, as described in Paragraph 3 below, and (iii) Annuity Payments, as described in Paragraph 7 below.

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