Permitted Transfer means the transfer of Units by a holder of Units to any transferee as permitted by the Operating Agreement.
Permitted Transferee means a holder of Units pursuant to a Permitted Transfer.
Person means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.
Pre-Exchange Transfer means any transfer of one or more Units (including upon the death of a Member) (i) that occurs after the IPO but prior to an Exchange of such Units and (ii) to which Section 743(b) of the Code applies.
Realized Tax Benefit is defined in Section 3.1(b)(iv).
Realized Tax Detriment is defined in Section 3.1(b)(v).
Reconciliation Dispute is defined in Section 7.8(a).
Reconciliation Procedures is defined in Section 7.8(a).
Redemption is defined in the recitals to this Agreement.
Reference Asset means any tangible or intangible asset of any member of the LLC Group 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 any substituted basis property within the meaning of Section 7701(a)(42) of the Code with respect to a Reference Asset.
Schedule means any of the following: (i) a Basis Schedule, (ii) a Tax Benefit Schedule, and (iii) an Early Termination Schedule and, in each case, any amendments thereto.
Senior Obligations is defined in Section 5.1.
Subsidiary means, with respect to any Person and as of any determination date, any other Person as to which such first Person (i) owns, directly or indirectly, or otherwise controls, more than 50% of the voting power or other similar interests of such other Person or (ii) is the sole general partner interest, or managing member or similar interest, of such other Person.
Subsidiary Stock means any stock or other equity interest in any Subsidiary of the Corporation that is treated as a corporation for U.S. federal income tax purposes.
Tax Benefit Payment is defined in Section 3.1(b).
Tax Benefit Schedule is defined in Section 2.3(a).