(d) any other item of loss, deduction or credit, including carrybacks and carryforwards, attributable to any item described in clauses (a) (c) of this definition.
Tax Items means any item of income, gain, loss, deduction, or credit.
Tax Receivable Agreement (Reorganizations) means the Tax Receivable Agreement (Reorganizations), dated as of [ ], 2020, by and among the Corporation, the Partnership, the TRA Holders, and the TRA Representative.
Tax Return means any return, declaration, report or similar statement 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, for the Corporation or the Partnership, as the case may be, a taxable year as defined in section 441(b) of the Code or comparable section of state or local tax law, as applicable, ending on or after the closing date of the IPO.
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 (including any franchise taxes based on or measured with respect to net income or profits), and any interest, penalties, or additions related to such amounts imposed in respect thereof under applicable law.
Taxes of the Corporation means the Taxes of the Corporation and/or the Partnership, but only with respect to Taxes imposed on the Partnership and allocable to the Corporation for such Taxable Year.
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.
TRA Holder means any Person (other than the Corporation, its Subsidiaries, and the TRA Representative, solely in their capacity as TRA Representative) that is a party to this Agreement.
TRA Representative means Jason Ment or, if he is unable or unwilling to serve as the TRA Representative, Johnny Randel or, if he is unable or unwilling to serve as the TRA Representative, Jose Fernandez. If none of Jason Ment, Johnny Randel, and Jose Fernandez is able or willing to serve as the TRA Representative, the Corporation shall notify the TRA Holders and give them 45 days to elect a new TRA Representative by majority vote based on Units held directly or indirectly by the TRA Holders (or such TRA Holders predecessor(s)) immediately before the IPO Date. The Corporation shall have the right (but not the obligation) to determine the rules and procedures that will govern the election process. If the TRA Holders are unable to elect a TRA Representative within 45 days of receipt of notice from the Corporation, the Corporation shall appoint a TRA Holder to serve as the TRA Representative. Solely for the purposes of this definition, the term TRA Holder shall mean the persons who are TRA Holders under both this Agreement and all Other Tax Receivable Agreements. For the avoidance of doubt, there shall be only one TRA Representative at any time.