Operating Agreement definition
Examples of Operating Agreement in a sentence
To the extent there is a conflict between this Agreement and the Operating Agreement as it relates to tax matters concerning Covered Taxes and the Corporation and Parent, including preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to taxes, this Agreement shall control.
Notwithstanding the foregoing, if any TRA Party sells, exchanges, distributes or otherwise Transfers Units to any Person (other than the Corporation or Parent) in accordance with the terms of the Operating Agreement, such TRA Party shall have the option to assign to the Transferee of such Units its TRA Interest and rights under this Agreement with respect to such Transferred Units; provided that such Transferee has satisfied the Joinder Requirement.
To the extent this Agreement imposes obligations on Parent or a member of Parent, this Agreement shall be treated as part of the Operating Agreement as described in Section 761(c) of the Code and sections 1.761-1(c) and 1.704-1(b)(2)(ii)(h) of the Treasury Regulations.