TRAs. The parties acknowledge and agree that the Corporation may undertake any transaction, restructuring, and/or tax planning strategy that is enabled by the ownership of a foreign entity and/or foreign operations (“Foreign Tax Planning”). In the event Foreign Tax Planning is undertaken and such Foreign Tax Planning results in (1) the reduction of the taxable income of the Corporation or any affiliated group of which the Corporation is or (but for the fact that Holding is a partnership for US tax purposes) could be a member, (2) a reduction or a delay in the timing of Fifth Third’s cash flows from those certain Tax Receivable Agreements, dated as of March 21, 2012, between the Corporation and Fifth Third (the “TRAs”) and (3) a negative cumulative impact to Fifth Third greater than $10 million (taking into account all net negative impacts to Fifth Third from all prior Foreign Tax Planning and all prior tax years), then, the Corporation shall reimburse Fifth Third for such reduction in the cash flows under the TRAs for a given taxable year, in the same manner and at the same time as a “Tax Benefit Payment” (as defined in the TRAs) would be made to Fifth Third with respect to such taxable year. For the avoidance of doubt, the parties agree that there shall be no duplication of payments under this Agreement and the TRAs for the utilization or delay in utilization (as applicable) of the same tax attributes. The parties agree that, for purposes of this Section 3.5, the following shall not be considered Foreign Tax Planning: (i) any incurrence, draw-down or assumption of debt (including any refinancings of such debt) for U.S. federal income tax purposes, together with the payment of interest on such debt, by Holding or any subsidiary of Holding to the extent proceeds from such debt incurrence, draw-down or assumption are used to fund the Purchase or the Funding Transaction; (ii) any action taken or not taken by Holding or any subsidiary of Holding that maintains the deferral of U.S. tax on the earnings of Worldpay, its subsidiaries, other foreign entities formed in connection with the Potential Acquisition, and any other foreign entities directly or indirectly formed or acquired; and (iii) any action taken or not taken by Holding or any subsidiary of Holding that increases tax efficiency if and when the earnings of Worldpay, its subsidiaries, other foreign entities formed in connection with the Potential Acquisition, or any other foreign entities directly or indirectl...
TRAs. (a) To the extent not otherwise reimbursed by Burger King to the Sellers, the Purchaser shall pay to the relevant Sellers an aggregate of $5,000 for each TRA promptly upon the Purchaser's receipt of documentation, in form and substance reasonably satisfactory to the Purchaser and its counsel, which either effectively assigns or transfers to the Purchaser the Seller's rights under the TRAs set forth on Schedule 4.35(b) or otherwise effectively permits the Purchaser to succeed to all of the rights of the Sellers therein.
