TRA Payments definition

TRA Payments has the meaning specified in Section 7.06(q).

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TRA Payments means each Tax Benefit Payment and Early Termination Payment (as such terms are defined in the TRA) required to be made by Ultimate Parent pursuant to the TRA.

TRA Payments means the payments to be made pursuant to the Tax Receivable Agreement by us of 85% of the amount of any tax benefits realized as a result of (i) increases in the share of the tax basis in the net assets of UBH resulting from the Business Combination and any future exchanges by the Continuing Members of Common Company Units for our Class A Common Stock; (ii) tax basis increases attributable to payments made under the TRA; and (iii) tax amortization deductions attributable to the acquisition of Kennedy and the election to treat the transaction as an asset deal for tax purposes.

Examples of TRA Payments in a sentence

• Following an Acceleration Event and after the Corporation has paid each Participant its Early Termination Payment in full, the Corporation will have no further obligation to make any TRA Payments, and if an Exchange or Section 732 Event occurs after the Acceleration Event, the Corporation will have no obligations under this Agreement with respect to the Exchange or Section 732 Event.

• TRA Payments and any other payments hereunder are not conditioned on the Holders holding any stock of the Corporate Taxpayer (or any successor thereto).

• Any Participant may elect in writing to waive (in whole or in part) its right to receive any TRA Payments.

• The Company may assign this Agreement only with the prior written consent of the Transfer Agent and the Majority of the Holders; provided, that such consent shall not be necessary if (i) the assignee is a direct or indirect wholly owned Subsidiary of the Company and (ii) the Company remains subject to its obligations and covenants hereunder (including its obligation to make the TRA Payments).

• TRA Payments are not conditioned on any Holder holding any stock of the Company (or any successor thereto).

• TRA Payments and any other payments hereunder are not conditioned on the Stockholders holding any stock of the Corporate Taxpayer (or any successor thereto).

• Any reference in this Agreement to a Party includes a reference to such Party’s Successors (and, for the avoidance of doubt, any obligation to make TRA Payments will continue to be binding upon the Corporation and its Successors both with respect to any past Exchange involving an LLC Unit and any future Exchange involving an equity interest in the LLC’s Successor).

• The TRA Payments, if any, and interest thereon, if any, shall be payable by the Company in such coin or currency of the United States of America as at the time is legal tender for the payment of public and private debts; provided, however, that the Company may pay such amounts by its check or wire transfer payable in such money.

• From and after the date of this Amendment, the Corporation shall not make any payments pursuant to the TRA other than the 2020 TRA Payments.

• Any reference in this Agreement to a Party includes a reference to such Party’s Successors (and, for the avoidance of doubt, any obligation to make TRA Payments will continue to be binding upon the Corporation and its Successors both with respect to any past Exchange involving an HMH B.V. Share or any past Hybrid Exchange involving a Mercury US share and any future Exchange involving an equity interest in HMH B.V.’s Successor or any future Hybrid Exchange involving shares in Mercury US’s Successor).

More Definitions of TRA Payments

TRA Payments means each Tax Benefit Payment and any Default Rate Interest (each as defined in the TRA) payable in respect of Tax Benefit Payments required to be paid by the Corporation pursuant to the TRA, but shall not include any Excluded Early Termination TRA Payments.