LLC Agreement means, with respect to OpCo, (i) prior to the IPO Restructuring, the Second Amended and Restated Limited Liability Company Agreement of CWAN Holdings, LLC, dated as of November 2, 2020, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time and (ii) following the IPO Restructuring, the Third Amended and Restated Limited Liability Company Agreement of CWAN Holdings, LLC, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time.
LLC Unit Holder means holders of Units other than the Corporate Taxpayer.
Market Value shall mean, with respect to an Exchange, the value of the Class A Shares or Class D Shares, as the case may be, on the applicable Exchange Date used by the Corporate Taxpayer in its U.S. federal income tax reporting with respect to such Exchange.
Material Objection Notice has the meaning set forth in Section 4.2 of this Agreement.
Maximum EO Percentage means 4.6%.
Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.
Non-Stepped Up Tax Basis means, with respect to any Reference Property, the Tax basis that such property would have had at such time if no Basis Adjustments had been made and if the Blocker Transferred Basis was equal to zero.
Objection Notice has the meaning set forth in Section 2.3(a) of this Agreement.
OpCo has the meaning set forth in the Preamble to this Agreement.
Partnership Audit Rules means the centralized partnership audit regime enacted by the Bipartisan Budget Act of 2015, as set forth in Sections 6221 through 6241 of the Code and any Treasury Regulations and administrative guidance thereunder.
Permira Blocker means Galibier Intermediate, Inc., including its wholly owned subsidiary, Galicorp, Inc.
Permira Parties means the persons identified as Permira Parties in Exhibit B.
Permira Representative means the person identified as the Permira Representative in Exhibit B.
Person means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity.