Forfeited Escrow Funds definition
Forfeited Escrow Funds means Escrow Funds in respect of any Additional Payments (each as defined in the Escrow Agreement) that are forfeited in accordance with the applicable Exchange Agreement and the Escrow Agreement.
Forfeited Escrow Funds means Escrow Funds in respect of any Additional Payments (each as defined in the Escrow Agreement) that are forfeited in accordance with the applicable Exchange Agreement and the Escrow Agreement. “Future TRAs” is defined in Section 5.1 of this Agreement. “H&F Party” means any TRA Party that is an Affiliate of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Capital Partners VIII, L.P., ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLC or any of their respective Affiliates, investment funds or successors. For the avoidance of doubt, the Initial TRA Party is an H&F Party. “Hypothetical Tax Liability” means, with respect to any Taxable Year, the sum of (i) the liability for U.S. federal income Taxes of the Corporate Taxpayer using the same methods, elections, conventions and similar practices used on the relevant Corporate Taxpayer Return and (ii) the product of the U.S. federal taxable income of the Corporate Taxpayer determined in connection with clause (i) of this sentence and five percent (5%), but calculated without taking into account the use of Tax Benefits, if any. For the avoidance of doubt, Hypothetical Tax Liability shall be determined without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to the Tax Benefits. “Imputed Interest” means any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar provision of state or local Tax law, as applicable, with respect to the Corporate Taxpayer’s payment obligations under this Agreement. “Initial TRA Party Distribution” is defined in the Preamble to this Agreement “Interest Amount” is defined in Section 3.1(b) of this Agreement. “IPO” means the initial public offering of Common Stock by the Corporate Taxpayer. “IPO Date” means the closing date of the IPO.
Examples of Forfeited Escrow Funds in a sentence
Within five (5) Business Days of the end of the quarter following the forfeiture of any Forfeited Escrow Funds pursuant to the applicable Exchange Agreement and the Escrow Agreement, such funds shall be promptly distributed by the Escrow Agent (as defined in the Escrow Agreement) to the TRA Parties pro rata (based on their respective Applicable Percentages).