Reconciliation Dispute has the meaning set forth in Section 7.9 of this Agreement.
Reconciliation Dispute is defined in Section 7.8(a).
Reconciliation Dispute the Reconciliation Dispute shall be submitted for determination to a nationally recognized expert in the particular area of disagreement, acting as an expert and not as an arbitrator (the “Expert”), mutually acceptable to the Corporate Taxpayer and the TRA Party Representative. The Expert shall be a partner or principal of PricewaterhouseCoopers, Ernst & Young, Deloitte, KPMG, BDO USA, LLP, Xxxxx Xxxxxxxx LLP, Xxxxxxx & Marsal, or RSM US LLP, and unless the Corporate Taxpayer and the TRA Party Representative agree in writing otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship with any party to this TRA Agreement, any Affiliate of any such parties, or any other actual or potential conflict of interest. If the Corporate Taxpayer and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, then the Corporate Taxpayer and the TRA Party Representative shall cause the Expert to be selected by the International Chamber of Commerce Centre for Expertise (the “ICC”) in accordance with the criteria set forth above in this Section 7.9. The Expert shall resolve any matter relating to the Basis Schedule or an amendment thereto or the Early Termination Schedule or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within fifteen (15) calendar days or, in each case, as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement is due, the undisputed amount shall be paid on the date prescribed by this TRA Agreement and such Tax Return may be filed as prepared by the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The sum of (a) the costs and expenses relating to (i) the engagement (and, if applicable, selection by the ICC) of such Expert and (ii) if applicable, amending any Tax Return in connection with the decision of such Expert and (b) the reasonable out-of-pocket costs and expenses of the Corporate Taxpayer and the TRA Party Representative incurred in the conduct of such proceeding sh...
Examples of Reconciliation Dispute in a sentence
If the parties are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of written notice of a Reconciliation Dispute, the Expert shall be appointed by the American Arbitration Association.
Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.10 shall be decided by the Expert.
In the event that the Agent and the Corporate Taxpayer are unable to resolve a disagreement with respect to the calculations required to produce the schedules described in Section 2.3, Section 4.4 and Section 6.2 (but not, for the avoidance doubt, with respect to any legal interpretation with respect to such provisions or schedules) within the relevant period designated in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to the Expert.
The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.10 shall be binding on the Corporate Taxpayer and its Subsidiaries, the Agent, and the TRA Holders and may be entered and enforced in any court having jurisdiction.
More Definitions of Reconciliation Dispute
Reconciliation Dispute is defined in Section 6.2 of this Agreement.
Reconciliation Dispute is defined in Section 6.9.
Reconciliation Dispute is defined in Section 7.9 of this Agreement. “Reconciliation Procedures” is defined in Section 2.4(a) of this Agreement. “Redemption” has the meaning in the recitals to this Agreement.
Reconciliation Dispute is defined in Section 7.9 of this Agreement. “Reconciliation Procedures” is defined in Section 2.2(a) of this Agreement. “Schedule” means any of: (i) a Tax Benefit Schedule or (ii) the Early Termination Schedule. “Senior Obligations” is defined in Section 5.1 of this Agreement. “Subsidiaries” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person. “TRA Party” is defined in the Preamble to this Agreement. “TRA Party Representative” means H&F Copper Holdings VIII, L.P., a Delaware Limited Partnership. “Tax Benefits” means the NOLs, IPO Date Amortization and any tax deductions attributable to (i) payments made under this Agreement or (ii) Imputed Interest. “Tax Benefit Payment” is defined in Section 3.1(b) of this Agreement. “Tax Benefit Schedule” is defined in Section 2.2(a) of this Agreement. “Tax Return” means any return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.
Reconciliation Dispute is defined in Section 7.9 of this Agreement. “Reconciliation Procedures” is defined in Section 2.4(a) of this Agreement. “Redemption” has the meaning in the recitals to this Agreement. “Reference Asset” means any tangible or intangible asset of Xxxx Holdings or any of its successors or assigns, and whether held directly by XXXX Holdings or indirectly by Xxxx Holdings through any entity in which Xxxx Holdings now holds or may subsequently hold an ownership interest, at the time of an Exchange. A Reference Asset also includes any asset the tax basis of which is determined, in whole or in part, by reference to the tax basis of an asset that is described in the preceding sentence, including “substituted basis property” within the meaning of Section 7701(a)(42) of the Code. “Reserve Notice” is defined in Section 3.5(b). “Reverse 704(c) Allocations” means, in accordance with Treasury Regulation Sections 1.704-1(b)(2)(iv)(f)(4) and 1.704-1(b)(4)(i), allocations of items of taxable income, gain, loss and deduction to take into account any Book-Tax Disparity of any Reference Asset on the date of the Corporation’s Capital Contribution in the same manner as under Section 704(c) of the Code using the traditional method as described in Treasury Regulation Section 1.704-3(b). “Reverse 704(c) Schedule” is defined in Section 2.2 of this Agreement “Sale” is defined in the recitals to this Agreement.
Reconciliation Dispute is defined in Section 7.9 of this Agreement. “Reconciliation Procedures” is defined in Section 2.4(a) of this Agreement. “Redemption” has the meaning in the recitals to this Agreement. “Reference Asset” means any tangible or intangible asset of Xxxx Holdings or any of its successors or assigns, and whether held directly by XXXX Holdings or indirectly by Xxxx Holdings through any entity in which Xxxx Holdings now holds or may subsequently hold an ownership interest, at the time of an Exchange. A Reference Asset also includes any asset the tax basis of which is determined, in whole or in part, by reference to the tax basis of an asset that is described in the preceding sentence, including “substituted basis property” within the meaning of Section 7701(a)(42) of the Code. “Reserve Notice” is defined in Section 3.5(b). “Reverse 704(c) Allocations” means, in accordance with Treasury Regulation Sections 1.704-1(b)(2)(iv)(f)(4) and 1.704-1(b)(4)(i), allocations of items of taxable income, gain, loss and deduction to take into account any Book-Tax Disparity of any Reference Asset on the date of the Corporation’s Capital Contribution in the same manner as under Section 704(c) of the Code using the traditional method as described in Treasury Regulation Section 1.704-3(b). “Reverse 704(c) Schedule” is defined in Section 2.2 of this Agreement “Sale” is defined in the recitals to this Agreement. “Schedule” means any of the following: (i) a Basis Schedule, (ii) Reverse 704(c) Schedule, (iii) a Tax Benefit Schedule, or (iv) the Early Termination Schedule, and, in each case, any amendments thereto. “Section 734(b) Distribution” means any actual or deemed distribution to any Member by Xxxx Holdings to which Section 734(b)(1) of the Code (or any similar sections of U.S. state and local tax law) applies. “Senior Obligations” is defined in Section 5.1 of this Agreement. “Subsidiary” means, with respect to any Person and as of the date of any determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls,
Reconciliation Dispute has the meaning set forth in Section 7.09(a) of this Agreement. “Reconciliation Procedures” shall mean those procedures set forth in Section 7.09 of this Agreement. “Registration Statement” means the registration statement on Form S-1 of the Corporation. “Schedule” means any Tax Benefit Schedule and any Early Termination Schedule. “Subsidiaries” means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.