Permitted Transferee means a holder of Units pursuant to any transfer of such Units permitted by the Operating Agreement.
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 (or deemed transfer) of one or more Units (i) that occurs after the consummation of the IPO but prior to an Exchange of such Units and (ii) to which Section 743(b) of the Code applies, excluding the IPO Unit Redemption.
Realized Tax Benefit is defined in Section 3.1(b)(iv).
Realized Tax Detriment is defined in Section 3.1(b)(v).
Recapitalization is defined in the recitals to this Agreement.
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 asset of any member of the GoHealth Holdings Group on the relevant date of determination under this Agreement (including at the time of an Exchange, the Blocker Mergers and the IPO, as applicable). 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 substituted basis property within the meaning of Section 7701(a)(42) of the Code.
Schedule means any of the following: (i) a Basis Schedule, (ii) a Tax Benefit Schedule, (iii) an Early Termination Schedule and (iv) any Amended Schedule.
Senior Obligations is defined in Section 5.1.
Subsequent Capital Contribution is defined in the definition of Existing Basis.
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.
Tax Attributes means the (i) Blocker Transferred Basis, (ii) Existing Basis, (iii) Exchange Basis, (iv) Basis Adjustments and (v) Imputed Interest; provided that it is intended that the provisions of this Agreement will not result in duplication among the respective Tax Attributes, and the definitions of each such Tax Attribute shall be consistently interpreted and applied in accordance with that intent.