Substituted Member means a Person that is admitted as a Member to the Company pursuant to Section 8.2.
Tax or Taxes means any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profit, environmental, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding, or other tax, of any kind whatsoever, including any transferee liability and any interest, penalties or additions to tax or additional amounts in respect of the foregoing.
Tax Distribution has the meaning set forth in Section 4.1(a)(i).
Tax Distribution Conditions has the meaning set forth in Section 4.1(a)(i).
Tax Receivable Agreement means the Tax Receivable Agreement dated as of November 19, 2020, by and among Maravai Co., the Company and the other parties thereto, as the same may be amended, amended and restated or replaced from time to time.
Taxable Year means the Companys accounting period for federal income Tax purposes determined pursuant to Section 7.3.
Total Equity Value means, as of any date of determination, the aggregate proceeds which would be received by the Unitholders if: (i) the assets of the Company were sold at their fair market value to an independent third-party on arms-length terms, with neither the seller nor the buyer being under compulsion to buy or sell such assets; (ii) the Company satisfied and paid in full all of its obligations and liabilities (including all Taxes, costs and expenses incurred in connection with such transaction and any amounts reserved by the Manager with respect to any contingent or other liabilities); and (iii) such net sale proceeds were then distributed in accordance with Section 4.1, all as determined by the Manager in good faith based upon the Class A Common Stock Value as of such date.
Transaction Documents means, collectively, this Agreement, the Exchange Agreement, the Registration Rights Agreement and the Tax Receivable Agreement.
Transfer has the meaning set forth in Section 8.1.
Treasury Regulations means the income Tax regulations promulgated under the Code and effective as of the date of this Agreement. Such term, if elected by the Manager in its sole discretion, shall be deemed to include any future amendments to such regulations and any corresponding provisions of succeeding regulations (whether or not such amendments and corresponding provisions are mandatory or discretionary).
Unit means a limited liability company interest in the Company of a Member or representing a fractional part of the interests in Profits, Losses and Distributions of the Company held by all Members and shall include Common Units, Convertible Preferred Units and Non-Convertible Preferred Units.