Reorganization has the meaning set forth in the Recitals of this Agreement.
Replacement Rate has the meaning set forth in the definition of LIBOR.
S-1 means the Form S-1 publicly filed by PubCo on September 27, 2021, and any amendments thereof.
Schedule means any of the following: (i) an Attribute Schedule; (ii) a Tax Benefit Schedule; or (iii) the Early Termination Schedule, and, in each case, any amendments thereto.
Section 734(b) Exchange means any Exchange that results in a Basis Adjustment under Section 734(b) of the Code.
Senior Obligations has the meaning set forth in Section 5.1 of this Agreement.
Subsidiaries means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly, or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member or similar interest of such Person.
Subsidiary Stock means any stock or other equity interest in any Subsidiary of PubCo that is treated as a corporation for U.S. federal income tax purposes.
Tax Attributes has the meaning set forth in the Recitals of this Agreement.
Tax Benefit Payment has the meaning set forth in Section 3.1(b) of this Agreement.
Tax Benefit Schedule has the meaning set forth in Section 2.3(a) of this Agreement.
Tax Proceeding has the meaning set forth in Section 6.1 of this Agreement.
Tax Return means any return, declaration, report or similar statement filed or required to be filed with respect to Taxes (including any attached schedules), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.
Taxable Year means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code (and, therefore, for the avoidance of doubt, may include a period of less than twelve (12) months for which a Tax Return is made), ending on or after the IPO Date.
Taxes means any and all U.S. federal, state, and local taxes, assessments or similar charges that are based on or measured with respect to net income or profits, and any interest related to such Tax.
Taxing Authority means any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory authority.
Threshold Exchange Units has the meaning set forth in Section 3.4 of this Agreement.