Tax Receivables means any Tax refunds from any Government Entity or investment tax credits, including input taxes receivable, sales taxes receivable, scientific research and experimental development (SRED) credits, and income tax refunds or overpayments, which have accrued and are due and receivable as of the Closing Date (assuming the filing of applicable Tax Returns prior to, on or following the Closing Date).
The Stockholders shall cause OCM FIE, LLC to agree with the Company that the aggregate amount required to be paid by the Company and its Subsidiaries pursuant to Section 4.01(d) of the Tax Receivables Agreement does not exceed $224,000,000 and that all amounts due by the Company thereunder are paid by the Company on or prior to the Effective Time.
For the avoidance of doubt, the Tax Separation Agreement and the Tax Receivables Agreement shall govern all matters (including any indemnities and payments among the Parties and their Affiliates and the allocation of any rights and obligations pursuant to agreements entered into with third parties) relating to Taxes or otherwise specifically addressed in the Tax Separation Agreement and the Tax Receivables Agreement.
This Agreement together with the LLC Agreement and the Tax Receivables Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto and their Permitted Transferees, any rights or remedies hereunder.
The principal amount of the Certificate shall be equal to the aggregate amount of the Tax Receivables and the Collections thereon.
Sale of Tax Receivables Cities and towns are authorized to sell delinquent property tax receivables, either individually or in bulk.