Common use of Tax Benefit Schedule Clause in Contracts

Tax Benefit Schedule. Within ninety (90) calendar days after the filing of the U.S. federal Corporate Taxpayer Return for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporate Taxpayer shall provide to the Agent: (i) a schedule showing, in reasonable detail, (A) the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year, (B) the portion of the Net Tax Benefit, if any, that is Attributable to each TRA Holder who has participated in any Exchange, (C) the Accrued Amount with respect to any such Net Tax Benefit that is Attributable to such TRA Holder, (D) the Tax Benefit Payment determined pursuant to Section 3.1(b) of this Agreement due to each such TRA Holder, and (E) the portion of such Tax Benefit Payment that the Corporate Taxpayer intends to treat as Imputed Interest (a “Tax Benefit Schedule”), (ii) a reasonably detailed calculation by the Corporate Taxpayer of the Hypothetical Tax Liability, (iii) a reasonably detailed calculation by the Corporate Taxpayer of the Actual Tax Liability, (iv) a copy of the Corporate Taxpayer Return for such Taxable Year, and (v) any other work papers reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Tax Benefit Schedule. The Tax Benefit Schedule will become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth in Section 2.3(b)).

Appears in 3 contracts

Samples: Tax Receivable Agreement (Carvana Co.), Tax Receivable Agreement (Carvana Co.), Tax Receivable Agreement (Carvana Co.)

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Tax Benefit Schedule. Within ninety (90) calendar days after the filing extended due date of the U.S. federal Corporate Taxpayer Corporation Return for any Taxable Year in which there any potential payment obligation hereunder is a Realized Tax Benefit or Realized Tax Detrimentstill outstanding, the Corporate Taxpayer Corporation shall provide to the AgentAgent and the Onex Representative: (i) a schedule showing, in reasonable detail, (A) the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year, (B) the portion of the Net Tax Benefit, if any, that is Attributable allocable to each TRA Holder who has participated in any ExchangeHolder, (C) the Accrued Amount with respect to any such Net Tax Benefit that is Attributable allocable to such TRA Holder, (D) the Tax Benefit Payment determined pursuant to Section 3.1(b) of this Agreement due to each such TRA Holder, and (E) the portion of such Tax Benefit Payment that the Corporate Taxpayer Corporation intends to treat as Imputed Interest (a “Tax Benefit Schedule”), (ii) a reasonably detailed calculation by the Corporate Taxpayer Corporation of the Hypothetical Tax LiabilityLiability (the “without” calculation), (iii) a reasonably detailed calculation by the Corporate Taxpayer Corporation of the Actual Tax LiabilityLiability (the “with” calculation), (iv) a copy of the Corporate Taxpayer Corporation Return for such Taxable Year, (v) a Corporation Letter supporting such Tax Benefit Schedule and (vvi) any other work papers reasonably requested by the AgentAgent or the Onex Representative. In addition, the Corporate Taxpayer Corporation shall allow the Agent and the Onex Representative reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer Corporation in connection with a review of such Tax Benefit Schedule. The Tax Benefit Schedule will become final as provided in Section 2.3(a2.4(a) and may be amended as provided in Section 2.3(b2.4(b) (subject to the procedures set forth in Section 2.3(b2.4(b)).

Appears in 3 contracts

Samples: Tax Receivable Agreement (Powerschool Holdings, Inc.), Tax Receivable Agreement (Powerschool Holdings, Inc.), Tax Receivable Agreement (Powerschool Holdings, Inc.)

Tax Benefit Schedule. Within ninety (90) calendar days after the filing of the U.S. federal Corporate Taxpayer Return for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporate Taxpayer shall provide to the Agent: (i) a schedule showing, in reasonable detail, (A) the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year, (B) the portion of the Net Tax Benefit, if any, that is Attributable to each TRA Holder who has participated in any ExchangeHolder, (C) the Accrued Amount with respect to any such Net Tax Benefit that is Attributable to such TRA Holder, (D) the Tax Benefit Payment determined pursuant to Section 3.1(b) of this Agreement due to each such TRA Holder, and (E) the portion of such Tax Benefit Payment that the Corporate Taxpayer intends to treat as Imputed Interest (a “Tax Benefit Schedule”), (ii) a reasonably detailed calculation by the Corporate Taxpayer of the Hypothetical Tax Liability, (iii) a reasonably detailed calculation by the Corporate Taxpayer of the Actual Tax Liability, (iv) a copy of the Corporate Taxpayer Return for such Taxable Year, and (v) any other work papers reasonably requested by the Agent. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer in connection with a review of such Tax Benefit Schedule. The Tax Benefit Schedule will become final as provided in Section 2.3(a2.4(a) and may be amended as provided in Section 2.3(b2.4(b) (subject to the procedures set forth in Section 2.3(b2.4(b)).

Appears in 2 contracts

Samples: Tax Receivable Agreement (AdaptHealth Corp.), Registration Rights Agreement (DFB Healthcare Acquisitions Corp.)

Tax Benefit Schedule. Within ninety (90) calendar days after the filing extended due date of the U.S. federal Corporate Taxpayer Corporation Return for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporate Taxpayer Corporation shall provide to the Agent: (i) a schedule showing, in reasonable detail, (A) the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year, (B) the portion of the Net Tax Benefit, if any, that is Attributable allocable to each TRA Holder who has participated in any ExchangeHolder, (C) the Accrued Amount with respect to any such Net Tax Benefit that is Attributable allocable to such TRA Holder, (D) the Tax Benefit Payment determined pursuant to Section 3.1(b) of this Agreement due to each such TRA Holder, and (E) the portion of such Tax Benefit Payment that the Corporate Taxpayer Corporation intends to treat as Imputed Interest (a “Tax Benefit Schedule”), (ii) a reasonably detailed calculation by the Corporate Taxpayer Corporation of the Hypothetical Tax LiabilityLiability (the “without” calculation), (iii) a reasonably detailed calculation by the Corporate Taxpayer Corporation of the Actual Tax LiabilityLiability (the “with” calculation), (iv) a copy of the Corporate Taxpayer Corporation Return for such Taxable Year, (v) a Corporation Letter supporting such Tax Benefit Schedule and (vvi) any other work papers reasonably requested by the Agent. In addition, the Corporate Taxpayer Corporation shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer Corporation in connection with a review of such Tax Benefit Schedule. The Tax Benefit Schedule will become final as provided in Section 2.3(a2.4(a) and may be amended as provided in Section 2.3(b2.4(b) (subject to the procedures set forth in Section 2.3(b2.4(b)).

Appears in 2 contracts

Samples: Tax Receivable Agreement (Maravai Lifesciences Holdings, Inc.), Tax Receivable Agreement (Maravai Lifesciences Holdings, Inc.)

Tax Benefit Schedule. Within ninety (90) calendar days after the filing extended due date of the U.S. federal Corporate Taxpayer Corporation Return for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax DetrimentDetriment that is Attributable to a TRA Holder, the Corporate Taxpayer Corporation shall provide to the Agent: (i) a schedule showing, in reasonable detail, (A) the calculation of the Realized Tax Benefit or Realized Tax Detriment and the components thereof for such Taxable Year, (B) the portion of the Net Tax Benefit, if any, that is Attributable to each TRA Holder who has participated in any Exchange, (C) the Accrued Amount with respect to any such related Net Tax Benefit that is Attributable to such TRA HolderBenefit, (DC) the Tax Benefit Payment determined pursuant to Section 3.1(b) of this Agreement due to each such TRA Holder, and (ED) the portion of such Tax Benefit Payment and Accrued Amount that the Corporate Taxpayer Corporation intends to treat as Imputed Interest (a “Tax Benefit Schedule”), (ii) a reasonably detailed calculation by the Corporate Taxpayer Corporation of the Hypothetical Tax LiabilityLiability (the “without” calculation), (iii) a reasonably detailed calculation by the Corporate Taxpayer Corporation of the Actual Tax LiabilityLiability (the “with” calculation), (iv) a copy of the Corporate Taxpayer Corporation Return for such Taxable Year, (v) a Corporation Letter supporting such Tax Benefit Schedule and (vvi) any other work papers relating to the items in the foregoing clauses (i) through (v) as are reasonably requested by the Agent. All costs and expenses incurred in connection with the provision and preparation of any Schedules, calculations, other work papers, or the Corporation Letter to the Agent or any TRA Holder in connection with this Article II shall be borne by the Company. In addition, the Corporate Taxpayer Corporation shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer Corporation in connection with a review of such Tax Benefit Scheduleany of the foregoing. The Tax Benefit Schedule will become final as provided in Section 2.3(a2.4(a) and may be amended as provided in Section 2.3(b2.4(b) (subject to the procedures set forth in Section 2.3(b2.4(b)).

Appears in 2 contracts

Samples: Tax Receivable Agreement (BRC Inc.), Tax Receivable Agreement (Silverbox Engaged Merger Corp I)

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Tax Benefit Schedule. Within ninety (90) calendar days after the filing extended due date of the U.S. federal Corporate Taxpayer Corporation Return for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporate Taxpayer Corporation shall provide to the Agent: (i) a schedule showing, in reasonable detail, (A) the calculation of the Realized Tax Benefit or Realized Tax Detriment and the components thereof for such Taxable Year, (B) the portion of the Net Tax Benefit, if any, that is Attributable to each TRA Holder who has participated in any Exchange, (C) the Accrued Amount with respect to any such Net Tax Benefit that is Attributable to such TRA Holder, (DC) the Tax Benefit Payment determined pursuant to Section 3.1(b) of this Agreement due to each such TRA Holder, and (ED) the portion of such Tax Benefit Payment and Accrued Amount that the Corporate Taxpayer Corporation intends to treat as Imputed Interest (a “Tax Benefit Schedule”), (ii) a reasonably detailed calculation by the Corporate Taxpayer Corporation of the Hypothetical Tax LiabilityLiability (the “without” calculation), (iii) a reasonably detailed calculation by the Corporate Taxpayer Corporation of the Actual Tax LiabilityLiability (the “with” calculation), (iv) a copy of the Corporate Taxpayer Corporation Return for such Taxable Year, (v) a Corporation Letter supporting such Tax Benefit Schedule and (v) any other work papers reasonably requested by the Agent. All costs and expenses incurred in connection with the provision and preparation of any Schedules, calculations, other work papers, or the Corporation Letter to the Agent or any TRA Holder in connection with this Article II shall be borne by the Company. In addition, the Corporate Taxpayer Corporation shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer Corporation in connection with a review of such Tax Benefit Schedule. The Tax Benefit Schedule will become final as provided in Section 2.3(a2.4(a) and may be amended as provided in Section 2.3(b2.4(b) (subject to the procedures set forth in Section 2.3(b2.4(b)).

Appears in 2 contracts

Samples: Tax Receivable Agreement (Shoals Technologies Group, Inc.), Tax Receivable Agreement (Shoals Technologies Group, Inc.)

Tax Benefit Schedule. Within ninety (90) calendar days after the filing extended due date of the U.S. federal Corporate Taxpayer Corporation Return for any Taxable Year in which there any potential payment obligation hereunder is a Realized Tax Benefit or Realized Tax Detrimentstill outstanding, the Corporate Taxpayer Corporation shall provide to the Agent: (i) a schedule showing, in reasonable detail, (A) the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year, (B) the portion of the Net Tax Benefit, if any, that is Attributable to each TRA Holder who has participated in any Exchange(taking into account Section 3.1(a)), (C) the Accrued Amount with respect to any such Net Tax Benefit that is Attributable allocable to such TRA Holder, (D) the Tax Benefit Payment determined pursuant to Section 3.1(b) of this Agreement due to each such TRA Holder, and (E) the portion of such Tax Benefit Payment that the Corporate Taxpayer Corporation intends to treat as Imputed Interest (a “Tax Benefit Schedule”), (ii) a reasonably detailed calculation by the Corporate Taxpayer Corporation of the Hypothetical Tax LiabilityLiability (the “without” calculation), (iii) a reasonably detailed calculation by the Corporate Taxpayer Corporation of the Actual Tax LiabilityLiability (the “with” calculation), (iv) a copy of the Corporate Taxpayer Corporation Return for such Taxable Year, (v) a Corporation Letter supporting such Tax Benefit Schedule and (vvi) any other work papers reasonably requested by the Agent. In addition, the Corporate Taxpayer Corporation shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer Corporation in connection with a review of such Tax Benefit Schedule. The Tax Benefit Schedule will become final as provided in Section 2.3(a2.4(a) and may be amended as provided in Section 2.3(b2.4(b) (subject to the procedures set forth in Section 2.3(b2.4(b)).

Appears in 1 contract

Samples: Tax Receivable Agreement (Allvue Systems Holdings, Inc.)

Tax Benefit Schedule. Within ninety (90) 90 calendar days after the earlier of the filing or extended due date of the U.S. federal Corporate Taxpayer Corporation Return for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax DetrimentDetriment that is Attributable to a TRA Holder, the Corporate Taxpayer Corporation shall provide to the AgentAgent or Self-Represented TRA Holder, as applicable: (i) a schedule showing, in reasonable detail, (A) the calculation of the Realized Tax Benefit or Realized Tax Detriment and the components thereof for such Taxable Year, (B) the portion of the Net Tax Benefit, if any, that is Attributable to each TRA Holder who has participated in any Exchange, (C) the Accrued Amount with respect to any such related Net Tax Benefit that is Attributable to such TRA HolderBenefit, (DC) the Tax Benefit Payment determined pursuant to Section 3.1(b) of this Agreement due to each such the TRA Holder, Holder and (ED) the portion of such Tax Benefit Payment and Accrued Amount that the Corporate Taxpayer Corporation intends to treat as Imputed Interest (a “Tax Benefit Schedule”), (ii) a reasonably detailed calculation by the Corporate Taxpayer Corporation of the Hypothetical Tax LiabilityLiability (the “without” calculation), (iii) a reasonably detailed calculation by the Corporate Taxpayer Corporation of the Actual Tax LiabilityLiability (the “with” calculation), (iv) a copy of the Corporate Taxpayer Corporation Return for such Taxable Year, (v) a Corporation Letter supporting such Tax Benefit Schedule and (vvi) any other work papers relating to the items in the foregoing clauses (i) through (v) as are reasonably requested by the AgentAgent or Self-Represented TRA Holder, as applicable. In addition, the Corporate Taxpayer shall allow the Agent reasonable access at no cost to the appropriate representatives of the Corporate Taxpayer All costs and expenses incurred in connection with a review the provision and preparation of such Tax Benefit Scheduleany Schedules, calculations, other work papers or the Corporation Letter to the Agent, any Self-Represented TRA Holder or any other TRA Holder in connection with this Article II shall be borne by the Corporation. The Tax Benefit Schedule will become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth in Section 2.3(b)).

Appears in 1 contract

Samples: Tax Receivable Agreement (Rice Acquisition Corp. II)

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