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 income tax return of the Corporation for any federal Taxable Year (each such federal Taxable Year together with the state or foreign Taxable Years ending in the same calendar year as such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth day the “Schedule Delivery Date”), the Corporation shall provide to the Existing Stockholders Representative a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”)), in reasonable detail, (i) the calculation of the Realized Tax Benefit for the Subject Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Subject Taxable Year, (iii) the calculation of any Realized Tax Benefit for the Taxable Year immediately preceding the Subject Taxable Year (the “Rollover Taxable Year”), in the case of any relevant Tax Return that was filed following the Specified Filing Date relating to the Rollover Taxable Year, and (iv) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Rollover Taxable Year (collectively a “Tax Benefit Schedule”). Concurrently the Corporation shall also deliver to the Existing Stockholders Representative all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment. The Schedule will become final as provided in Section 2.03(a) and may be amended as provided in Section 2.03(b) (subject to the procedures set forth in Section 2.03(a)).

Tax Benefit Schedule. Within ninety No later than thirty (9030) calendar days after the earlier of (i) the filing of the U.S. federal income tax return of the Corporation for any federal Taxable Year ending after the Calculation Date or (each ii) the due date (taking into account extensions) of such tax return for any such federal Taxable Year together with the state or foreign Taxable Years ending in the same calendar year as (each such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth thirtieth day the “Schedule Delivery Date”), the Corporation shall provide to the Existing Stockholders Representative a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO for a Subject Taxable Year and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”))2.2, in reasonable detail, (i) the calculation of the Realized Tax Benefit for the Subject Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Subject Taxable Year, and (iii) the calculation of any Realized Tax Benefit for the first Taxable Year immediately preceding following the Subject IPO, a statement of the initial Pre-IPO Tax Attributes, and for each Taxable Year (thereafter, a statement of the “Rollover Taxable Year”), in the case of any relevant remaining Pre-IPO Tax Return that was filed following the Specified Filing Date relating Attributes as updated to the Rollover Taxable Yearextent necessary to reflect utilization, depreciation and amortization, and (iv) the calculation of any payment to be made other events subsequent to the Existing Stockholders pursuant to Article III with respect to IPO that would impact the Rollover Taxable Year Pre-IPO Tax Attributes (collectively a “Tax Benefit Schedule”). Concurrently the Corporation shall also deliver to the Existing Stockholders Representative all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment. The Schedule will become final as provided in Section 2.03(a2.3(a) and may be amended as provided in Section 2.03(b2.3(b) (subject to the procedures set forth in Section 2.03(a2.3(a)).

Tax Benefit Schedule. Within ninety (90) 90 calendar days after the filing of the U.S. federal income tax return of the Corporation for any federal Taxable Year (each such federal Taxable Year together with the state or foreign local Taxable Years ending in the same calendar year as such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth 90th day the “Schedule Delivery Date”), the Corporation shall provide to the Existing Stockholders Representative a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign local Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”)), in reasonable detail, (i) the calculation of the Realized Tax Benefit for the Subject Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Subject Taxable Year, (iii) the calculation of any Realized Tax Benefit for the Taxable Year immediately preceding the Subject Taxable Year (the “Rollover Taxable Year”), in the case of any relevant Tax Return that was filed following the Specified Filing Date relating to the Rollover Taxable Year, and (iv) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Rollover Taxable Year (collectively a “Tax Benefit Schedule”). Concurrently the Corporation shall also deliver to the Existing Stockholders Representative all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment. The Schedule will become final as provided in Section 2.03(a) and may be amended as provided in Section 2.03(b) (subject to the procedures set forth in Section 2.03(a)).

Tax Benefit Schedule. Within ninety (90) calendar days after the filing of the U.S. federal Federal income tax return Tax Return of the Corporation for any federal Taxable Year in which there is an Overall Realized Tax Benefit or an Overall Realized Tax Detriment (each such federal Taxable Year together with the state or foreign Taxable Years ending in the same calendar year as such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth day the “Schedule Delivery Date”soon as practicable thereafter), the Corporation shall provide to the Existing Stockholders Representative each Participant a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”)), in reasonable detail, the calculation of (i) the calculation of the Overall Realized Tax Benefit or Overall Realized Tax Detriment for the Subject such Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Subject such Participant’s Sharing Percentage for such Taxable Year, (iii) the calculation of any Realized Tax Benefit such Participant’s Uncompensated Attributes for the Taxable Year immediately preceding the Subject such Taxable Year (the “Rollover Taxable Year”), in the case of any relevant Tax Return that was filed following the Specified Filing Date relating calculated by reference to the Rollover Taxable YearAttributes Allocable to such Participant), and (iv) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Rollover such Participant’s Tax Benefit Payment for such Taxable Year (collectively a “Tax Benefit Schedule”). Concurrently the Corporation shall also deliver provide to the Existing Stockholders Representative each Participant all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment. The Schedule will become final as provided in Section 2.03(a2.04(a) and may be amended as provided in Section 2.03(b2.04(b) (subject to the procedures set forth in Section 2.03(a2.04(a)). Subject to Section 4.03(a), the Overall Realized Tax Benefit or Overall Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase, respectively, in the actual liability for Taxes of the Corporation and its subsidiaries (and the LLC and its subsidiaries, as applicable and without duplication (but, in each case, only with respect to Taxes imposed on the LLC and allocable to the Corporation or to members of the consolidated, combined, affiliated or unitary group of which the Corporation is a parent)) for such Taxable Year (or portion thereof) attributable to the Basis Adjustments, the Imputed Interest, and the Pre-IPO NOLs, determined using a “with and without” methodology and shall be construed accordingly. For the avoidance of doubt, such actual liability for Taxes will take into account any deduction of Imputed Interest. Carryovers or carrybacks of any Tax item attributable to the Basis Adjustments, Imputed Interest, and the Pre-IPO NOLs shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type.

Tax Benefit Schedule. Within ninety (90) calendar days after the filing of the U.S. federal income tax return Tax Return of US NewCo (or, in the case that US NewCo is a member of an affiliated or consolidated group of corporations that files a consolidated income Tax Return pursuant to Sections 1501 et seq. of the Corporation Code, the Tax Return of such group) for any federal Taxable Year (each such federal Taxable Year together with the state or foreign Taxable Years ending in the same calendar year as such federal Taxable Year, a “Subject Taxable Year,” each such filing date a “Specified Filing Date,” and such ninetieth day the “Schedule Delivery Date”), the Corporation US NewCo shall provide to the Existing Stockholders Representative LHI a schedule showing, for the Corporation US NewCo and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”))2.02, in reasonable detail, (i) the calculation of the Realized Tax Benefit for the Subject Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders LHI pursuant to Article III with respect to the Subject Taxable Year, (iii) the calculation of any Realized Tax Benefit for the Taxable Year immediately preceding the Subject Taxable Year (the “Rollover Taxable Year”), in the case of any relevant Tax Return that was filed following the Specified Filing Date relating to the Rollover Taxable Year, and (iv) the calculation of any payment to be made to the Existing Stockholders LHI pursuant to Article III with respect to the Rollover Taxable Year (collectively a “Tax Benefit Schedule”). Concurrently the Corporation US NewCo shall also deliver to the Existing Stockholders Representative LHI all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment. The Schedule will become final as provided in Section 2.03(a) and may be amended as provided in Section 2.03(b) (subject to the procedures set forth in Section 2.03(a)).

Tax Benefit Schedule. Within ninety No later than [thirty (90) 30)] calendar days after the earlier of (i) the filing of the U.S. federal income tax return of the Corporation for any federal Taxable Year ending after the Calculation Date or (each ii) the due date (taking into account extensions) of such tax return for any such federal Taxable Year together with the state or foreign Taxable Years ending in the same calendar year as (each such federal Taxable Year, a “Subject Taxable Year,” and such ninetieth thirtieth day the “Schedule Delivery Date”), the Corporation shall provide to the Existing Stockholders Representative a schedule showing, for the Corporation and for each Taxable Entity, in the case of any relevant Tax Return that has been filed after the IPO for a Subject Taxable Year and prior to the Schedule Delivery Date and has not previously been the subject of this Section 2.02 (but in the case of any state or foreign Tax Return, only to the extent such Tax Return has been filed on or prior to the 60th day following the filing of the U.S. federal income tax return of the Corporation for the Subject Taxable Year (the “Specified Filing Date”))2.2, in reasonable detail, (i) the calculation of the Realized Tax Benefit for the Subject Taxable Year, (ii) the calculation of any payment to be made to the Existing Stockholders pursuant to Article III with respect to the Subject Taxable Year, and (iii) the calculation of any Realized Tax Benefit for the first Taxable Year immediately preceding following the Subject IPO, a statement of the initial Pre-IPO Tax Attributes, and for each Taxable Year (thereafter, a statement of the “Rollover Taxable Year”), in the case of any relevant remaining Pre-IPO Tax Return that was filed following the Specified Filing Date relating Attributes as updated to the Rollover Taxable Yearextent necessary to reflect utilization, depreciation and amortization, and (iv) the calculation of any payment to be made other events subsequent to the Existing Stockholders pursuant to Article III with respect to IPO that would impact the Rollover Taxable Year Pre-IPO Tax Attributes (collectively a “Tax Benefit Schedule”). Concurrently the Corporation shall also deliver to the Existing Stockholders Representative all supporting information (including work papers and valuation reports) reasonably necessary to support the calculation of such payment. The Schedule will become final as provided in Section 2.03(a2.3(a) and may be amended as provided in Section 2.03(b2.3(b) (subject to the procedures set forth in Section 2.03(a2.3(a)).