Form Of Tax Receivable Agreement Sample Contracts

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Vine Resources Inc. – FORM OF TAX RECEIVABLE AGREEMENT Between VINE RESOURCES INC. And THE PERSONS NAMED HEREIN Dated as of [ ], 2017 (April 10th, 2017)

This TAX RECEIVABLE AGREEMENT (this Agreement), is dated as of [ ], 2017, and is between Vine Resources Inc., a Delaware corporation (including any successor corporation, the Corporate Taxpayer), Vine Investment LLC, a Delaware limited liability company (Vine Investment), and each of the other persons from time to time party hereto (each a TRA Party and together the TRA Parties).

Vine Resources Inc. – FORM OF TAX RECEIVABLE AGREEMENT Between VINE RESOURCES INC. And THE PERSONS NAMED HEREIN Dated as of [ ], 2017 (March 27th, 2017)

This TAX RECEIVABLE AGREEMENT (this Agreement), is dated as of [ ], 2017, and is between Vine Resources Inc., a Delaware corporation (including any successor corporation, the Corporate Taxpayer), Vine Investment LLC, a Delaware limited liability company (Vine Investment), and each of the other persons from time to time party hereto (each a TRA Party and together the TRA Parties).

Station Casinos Corp. – Form of Tax Receivable Agreement (January 14th, 2016)

TAX RECEIVABLE AGREEMENT, dated as of [*], 2016 (this "Agreement"), among Red Rock Resorts, Inc., a Delaware corporation (the "Corporation"), Station Holdco LLC, a Delaware limited liability company (the "Company"), and each of the undersigned parties hereto identified as " Members." Capitalized terms used but not otherwise defined are defined in or by reference to Section 1.01.

loanDepot, Inc. – Tax Receivable Agreement (October 29th, 2015)

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this Agreement), dated as of [ ], 2015, is hereby entered into by and among loanDepot, Inc., a Delaware corporation (the Corporation), loanDepot Holdings, LLC a Delaware limited liability company (loanDepot), and the initial Recipients identified below . Capitalized terms used and not otherwise defined herein have the meanings set forth in Article I.

PJT Partners Inc. – FORM OF TAX RECEIVABLE AGREEMENT Dated as Of (August 12th, 2015)

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this Agreement), dated as of , 2015, is hereby entered into by and among PJT Partners Inc., a Delaware corporation (the Corporate Taxpayer), PJT Partners Holdings LP, a Delaware limited partnership (the Partnership), and each of the undersigned parties hereto identified as Limited Partners.

FORM OF TAX RECEIVABLE AGREEMENT (EXCHANGES) Among GODADDY INC. And THE PERSONS NAMED HEREIN Dated as of [ ], 2015 (February 11th, 2015)

This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this Agreement), dated as of [ ], 2015, is hereby entered into by and among GoDaddy Inc., a Delaware corporation (together with its Subsidiaries that are consolidated for U.S. federal income tax purposes, the Corporate Taxpayer) and each of the persons from time to time party hereto (the TRA Parties).

Habit Restaurants, Inc. – FORM OF TAX RECEIVABLE AGREEMENT Among THE HABIT RESTAURANTS, INC. And Its WHOLLY-OWNED SUBSIDIARY and EACH MEMBER OF THE HABIT RESTAURANTS, LLC LISTED ON ANNEX a Dated as of [ ], 2014 (October 27th, 2014)

This TAX RECEIVABLE AGREEMENT (Agreement), dated as of [ ], 2014 and effective upon the consummation of the Recapitalization Transactions (as defined in the Recapitalization Agreement (as defined herein)) and prior to the IPO Closing, is hereby entered into by and among The Habit Restaurants, Inc., a Delaware corporation (Corporate Taxpayer), the wholly-owned Subsidiary of Corporate Taxpayer, each LLC Unit Holder (as defined below), and each of the successors and assigns thereto.

Fifth Street Asset Management Inc. – Tax Receivable Agreement (September 22nd, 2014)

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this "Agreement"), dated as of September , 2014, is hereby entered into by and among Fifth Street Asset Management Inc. (the "Corporation"), Fifth Street Holdings L.P., ("Holdings"), Leonard M. Tannenbaum, Bernard D. Berman and Ivelin M. Dimitrov.

Form of Tax Receivable Agreement (June 25th, 2014)

TAX RECEIVABLE AGREEMENT, dated as of , 2014 (this Agreement), among Woodside Homes, Inc., a Delaware corporation ( the Corporation), Woodside Homes Company, LLC, a Delaware limited liability company (the Company), and each of the undersigned parties hereto identified as Members. Capitalized terms used but not otherwise defined are defined in or by reference to Section 1.01.

Veritiv – FORM OF TAX RECEIVABLE AGREEMENT by and Among XPEDX HOLDING COMPANY and UWW HOLDINGS, LLC Dated as of [ ] (June 5th, 2014)

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of [ ], is hereby entered into by and among xpedx Holding Company, a Delaware corporation (Spinco) and UWW Holdings, LLC, a Delaware limited liability company (Holdings), in its capacity as a Beneficiary (as defined below) and a representative of the Beneficiaries (in such representative capacity, and along with any successor as provided in Section 7.06(a), the Representative).

Parsley Energy – Tax Receivable Agreement (May 5th, 2014)

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of [], 2014, is hereby entered into by and among Parsley Energy, Inc., a Delaware corporation (the Corporate Taxpayer), Parsley Energy, LLC, a Delaware limited liability company (Parsley Energy), the members of Parsley Energy set forth on Schedule A (the Members), and [ ] (the Agent).

Ares Management Lp – Form of Tax Receivable Agreement (April 11th, 2014)

This TAX RECEIVABLE AGREEMENT (the Agreement), dated as of [*], 2014, is entered into by and among Ares Holdings Inc., a Delaware corporation (Holdings Inc.), Ares Domestic Holdings Inc., a Delaware corporation (Domestic Holdings Inc.), (each a Corporation and collectively, the Corporations), Ares Holdings L.P., a Delaware limited partnership (Ares Holdings), Ares Domestic Holdings L.P., a Delaware limited partnership (Ares Domestic and together with Ares Holdings and all other Persons (as defined herein) in which the Corporations acquire a partnership interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.12, the Partnerships), Ares Management, L.P., a Delaware limited Partnership (the Parent), Ares Owners Holdings L.P., a Delaware limited partnership (AOH), Alleghany Insurance Holdings LLC, a Delaware limited liability company (Alleghany) and each of the parties set forth on Schedule A hereto (the Limited Partners and togeth

Parsley Energy – Tax Receivable Agreement (April 11th, 2014)

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of [], 2014, is hereby entered into by and among Parsley Energy, Inc., a Delaware corporation (the Corporate Taxpayer), Parsley Energy, LLC, a Delaware limited liability company (Parsley Energy), the members of Parsley Energy set forth on Schedule A (the Members), and [ ] (the Agent).

FORM OF TAX RECEIVABLE AGREEMENT by and Among XPEDX HOLDING COMPANY and UWW HOLDINGS, LLC Dated as of [ ] (April 4th, 2014)

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of [ ], is hereby entered into by and among xpedx Holding Company, a Delaware corporation (Spinco) and UWW Holdings, LLC, a Delaware limited liability company (Holdings), in its capacity as a Beneficiary (as defined below) and a representative of the Beneficiaries (in such representative capacity, and along with any successor as provided in Section 7.06(a), the Representative).

FORM OF TAX RECEIVABLE AGREEMENT by and Among XPEDX HOLDING COMPANY and UWW HOLDINGS, LLC Dated as of [ ] (February 14th, 2014)

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of [ ], is hereby entered into by and among xpedx Holding Company, a Delaware corporation (Spinco) and UWW Holdings, LLC, a Delaware limited liability company (Holdings), in its capacity as a Beneficiary (as defined below) and a representative of the Beneficiaries (in such representative capacity, and along with any successor as provided in Section 7.06(a), the Representative).

JGWPT Holdings Inc. – Form of Tax Receivable Agreement (November 4th, 2013)

This TAX RECEIVABLE AGREEMENT (this "Agreement") is dated as of [_________], 2013, by and among JGWPT Holdings Inc., a Delaware corporation (the "Corporation"), JLL JGW Distribution LLC, a Delaware limited liability company, JGW Holdco, LLC, a Delaware limited liability company (JLL JGW Distribution LLC and JGW Holdco LLC being hereinafter collectively referred to as "JLL"), Candlewood Special Situations Fund L.P., a Delaware limited partnership, R3 Capital Partners Master, L.P., a Cayman Islands exempted limited partnership, The Royal Bank of Scotland PLC, a public limited company incorporated in Scotland, DLJ Merchant Banking Funding, Inc., a Delaware corporation, PGHI Corp., a Delaware corporation ("PGHI"), David Miller, Randi Sellari, and Stefano Sola (together with JLL, the "Principals"), and, to the extent described herein, JLL Fund V AIF II, L.P., a Delaware limited partnership (together with any of its assignees or designees, the "JGW Holdings Shareholder") and the shareholders

FORM OF TAX RECEIVABLE AGREEMENT (SKM NORCRAFT CONTRIBUTION) Among NORCRAFT COMPANIES, INC. And EACH SHAREHOLDER OF SKM NORCRAFT CORP. Dated as of [ ], 2013 (October 16th, 2013)

This TAX RECEIVABLE AGREEMENT (SKM NORCRAFT CONTRIBUTION) (Agreement), dated as of [ ], 2013 and effective simultaneously with the Norcraft Contribution (as that term is defined in the Reorganization Agreement (as defined herein)), is hereby entered into by and among Norcraft Companies, Inc., a Delaware corporation (Corporate Taxpayer), each Shareholder (as defined below), and each of the successors and assigns thereto.

FORM OF TAX RECEIVABLE AGREEMENT (TRIMARAN CABINET CONTRIBUTION) Among NORCRAFT COMPANIES, INC. And EACH SHAREHOLDER OF TRIMARAN CABINET CORP. Dated as of [ ], 2013 (October 16th, 2013)

This TAX RECEIVABLE AGREEMENT (TRIMARAN CABINET CONTRIBUTION) (Agreement), dated as of [ ], 2013 and effective simultaneously with the Norcraft Contribution (as that term is defined in the Reorganization Agreement (as defined herein)), is hereby entered into by and among Norcraft Companies, Inc., a Delaware corporation (Corporate Taxpayer), each Shareholder (as defined below), and each of the successors and assigns thereto.

RE/MAX Holdings, Inc. – FORM OF TAX RECEIVABLE AGREEMENT Between RIHI, INC. And RE/MAX HOLDINGS, INC. Dated as of , 2013 (September 27th, 2013)

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of , 2013, is hereby entered into by and between RE/MAX Holdings, Inc., a Delaware corporation (Holdings), and RIHI, Inc., a Delaware corporation (RIHI), and each of their respective successors and assigns hereto.

RE/MAX Holdings, Inc. – FORM OF TAX RECEIVABLE AGREEMENT Between WESTON PRESIDIO V, L.P. And RE/MAX HOLDINGS, INC. Dated as of , 2013 (September 27th, 2013)

This TAX RECEIVABLE AGREEMENT (this Agreement) , dated as of , 2013, is hereby entered into by and between RE/MAX Holdings, Inc., a Delaware corporation (Holdings), and Weston Presidio V, L.P., a Delaware limited partnership (WP), and each of their respective successors and assigns hereto.

Premier – Tax Receivable Agreement (August 26th, 2013)

This TAX RECEIVABLE AGREEMENT (the Agreement) is effective immediately prior to the closing of the initial public offering of Premier, Inc., a Delaware corporation (Premier) (the Effective Date), and is made by and among Premier and each of the undersigned parties hereto identified as Limited Partners (as such term is defined below), and each of the successors and assigns thereto.

Form of Tax Receivable Agreement (June 27th, 2013)

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this Agreement), dated as of , 2013, is hereby entered into by and among Athlon Energy Inc., a Delaware corporation (the Corporation), Athlon Holdings LP, a Delaware limited partnership (the Partnership), and each of the Partners (as defined herein).

Artisan Partners Asset Manageme – FORM OF TAX RECEIVABLE AGREEMENT (MERGER) Between ARTISAN PARTNERS ASSET MANAGEMENT INC. And H&F BREWER AIV II, L.P. Dated as of , 2013 (February 14th, 2013)

This TAX RECEIVABLE AGREEMENT (MERGER) (this Agreement), dated as of , 2013 and effective upon the effectiveness of the Merger (as defined herein), is hereby entered into by and among Artisan Partners Asset Management Inc., a Delaware corporation (APAM), H&F Brewer AIV II, L.P., a Delaware limited partnership (H&F Brewer), and each of the successors and assigns thereto.

Health Insurance Innovations I – FORM OF TAX RECEIVABLE AGREEMENT Among HEALTH INSURANCE INNOVATIONS, INC. HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC and SERIES B MEMBERS OF HEALTH PLAN INTERMEDIARIES HOLDINGS, LLC Dated as of , 2013 (January 11th, 2013)

TAX RECEIVABLE AGREEMENT, dated as of , 2013 (this Agreement), among Health Insurance Innovations, Inc., a Delaware corporation (HII), Health Plan Intermediaries Holdings, LLC, a Delaware limited liability company (the Company) and each of the undersigned parties hereto identified as Series B Members. Capitalized terms used but not otherwise defined are defined in or by reference to Section 1.01.

Carlyle Group L.P. – FORM OF TAX RECEIVABLE AGREEMENT Dated as Of (April 16th, 2012)

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this Agreement), dated as of _______, 2012, is hereby entered into by and among Carlyle Holdings I GP Inc., a Delaware corporation (together with any successors thereto, the Corporate Taxpayer), Carlyle Holdings I L.P., a Delaware limited partnership (together with any successors thereto Carlyle Holdings I), The Carlyle Group L.P., a Delaware limited partnership (together with any successors thereto, the Parent), each of the undersigned parties hereto identified as Limited Partners, all other Persons (as defined herein) who execute and deliver a joinder contemplated in Section 7.11.

Form of Tax Receivable Agreement (March 28th, 2012)

This TAX RECEIVABLE AGREEMENT (this Agreement) is dated as of ___________ __, 2012, by and between Edgen Group Inc., a Delaware corporation (Edgen), and [Edgen Murray II, L.P., a Delaware limited partnership / Bourland & Leverich Holdings LLC, a Delaware limited liability company1] (Partnership). Unless otherwise defined herein, capitalized terms have the meaning given to them in Article I hereof.

FORM OF TAX RECEIVABLE AGREEMENT by and Among SPIRIT AIRLINES, INC., INDIGO PACIFIC PARTNERS LLC, and OCM FIE, LLC Dated as of , 2011 (May 12th, 2011)

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of , 2011, is hereby entered into by and among SPIRIT AIRLINES, INC., a Delaware corporation (the Company), INDIGO PACIFIC PARTNERS LLC, a Delaware limited liability company (Indigo), and OCM FIE, LLC, a Delaware limited liability company (Oaktree) (Indigo and Oaktree together (along with any successor as provided in Section 7.06), the Stockholder Representatives).

FORM OF TAX RECEIVABLE AGREEMENT by and Among SPIRIT AIRLINES, INC., INDIGO PACIFIC PARTNERS LLC, and OCM FIE, LLC Dated as of , 2010 (November 19th, 2010)

This TAX RECEIVABLE AGREEMENT (this Agreement), dated as of [ ], 2010, is hereby entered into by and among SPIRIT AIRLINES, INC., a Delaware corporation (the Company), INDIGO PACIFIC PARTNERS LLC, a Delaware limited liability company (Indigo), and OCM FIE, LLC, a Delaware limited liability company (Oaktree) (Indigo and Oaktree together (along with any successor as provided in Section 7.06), the Stockholder Representatives).

KKR & Co. L.P. – FORM OF TAX RECEIVABLE AGREEMENT Dated as Of (March 12th, 2010)

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this Agreement), dated as of , , is hereby entered into by and among KKR Holdings L.P., a Cayman limited partnership (KKR Holdings), Management Holdings Corp., a Delaware corporation (Management Holdings), KKR & Co. L.P., a Delaware limited partnership (Parent)(1), KKR Management Holdings, L.P., a Delaware limited partnership (Group Partnership I), and together with all other Persons (as defined herein) who execute and deliver a joinder contemplated in Section 7.14.

KKR & Co. L.P. – FORM OF TAX RECEIVABLE AGREEMENT Dated as Of (August 13th, 2008)

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this Agreement), dated as of , 2008, is hereby entered into by and among KKR Holdings L.P., a Cayman limited partnership (KKR Holdings), KKR Management Holdings Corp., a Delaware corporation (Management Holdings), KKR & Co. L.P., a Delaware limited partnership (Parent), KKR Management Holdings, L.P., a Delaware limited partnership (Group Partnership I), and together with all other Persons (as defined herein) who execute and deliver a joinder contemplated in Section 7.14.

Form of Tax Receivable Agreement (November 8th, 2007)

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this Agreement), dated as of November 2007, is hereby entered into by and among Och-Ziff Capital Management Group LLC, a Delaware limited liability company (Parent), Och-Ziff Holding Corporation, a Delaware corporation (the Corporation), Och-Ziff Holding LLC, a Delaware limited liability company (Holdings), OZ Management LP, a Delaware limited partnership (OZ Management), OZ Advisors LP, a Delaware limited partnership (OZ Advisors) (OZ Management and OZ Advisors, together with all other Persons (as defined herein) in which the Corporation acquires a general partnership interest, managing member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14, the Operating Group Entities), OZ Advisors II LP, a Delaware limited partnership (OZ Advisors II, and together with the Operating Group Entities, the Partnerships), and each of the undersigned parties hereto ident

Form of Tax Receivable Agreement (October 25th, 2007)

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this Agreement), dated as of [ ], 2007, is hereby entered into by and among Och-Ziff Capital Management Group LLC, a Delaware limited liability company (Parent), Och-Ziff Holding Corporation, a Delaware corporation (the Corporation), Och-Ziff Holding LLC, a Delaware limited liability company (Holdings), OZ Management LP, a Delaware limited partnership (OZ Management), OZ Advisors LP, a Delaware limited partnership (OZ Advisors) (OZ Management and OZ Advisors, together with all other Persons (as defined herein) in which the Corporation acquires a general partnership interest, managing member interest or similar interest after the date hereof and who execute and deliver a joinder contemplated in Section 7.14, the Operating Group Entities), OZ Advisors II LP, a Delaware limited partnership (OZ Advisors II, and together with the Operating Group Entities, the Partnerships), and each of the undersigned parties he

Virgin Mobile – FORM OF TAX RECEIVABLE AGREEMENT Dated as Of (September 25th, 2007)
Virgin Mobile – FORM OF TAX RECEIVABLE AGREEMENT Dated as Of (September 25th, 2007)

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this Agreement), dated as of , 2007, is hereby entered into by and among Virgin Mobile USA, Inc., a Delaware corporation (the Corporation) and Corvina Holdings Limited, a company incorporated in the British Virgin Islands (Virgin),

Form of Tax Receivable Agreement (September 21st, 2007)

This TAX RECEIVABLE AGREEMENT (as amended from time to time, this Agreement), dated as of , 2007, is hereby entered into by and among Duff & Phelps Corporation, a Delaware corporation (the Corporation), Duff & Phelps Acquisitions, LLC, a Delaware limited liability company (DPA), and each of the undersigned parties hereto identified as Members.