Person means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity, or other entity.
Qualified Transferee is defined in Section 9.2 of the LLC Agreement.
Realized Tax Benefit is defined in Section 1.01
Realized Tax Detriment is defined in Section 1.01.
SOFR is defined in the definition of Agreed Rate.
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 shares or other similar interests or the sole general partner interest or managing member or similar interest of such Person.
Supporting Letter means a letter prepared by the Corporation, one or more of its employees, or an Advisory Firm that states that the relevant schedules to be provided to the TRA Representative pursuant to Section 1.03(a)(iii) were prepared in a manner that is consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and law in existence on the date such schedules were delivered by the Corporation to the TRA Representative.
Tax Assets means (a) the Basis Adjustments, (b) Imputed Interest, and (c) any other item of loss, deduction or credit, including carrybacks and carryforwards, attributable to any item described in clauses (a) and (b) of this definition.
Tax Benefit Items means
(a) a deduction to the Corporation for Depreciation arising in respect of one or more Basis Adjustments;
(b) a reduction in gain or increase in loss to the Corporation upon the disposition of an Adjusted Asset that arises in respect of one or more Basis Adjustments;
(c) a deduction to the Corporation of Imputed Interest that arises in respect of payments under this Agreement made to a TRA Holder; or
(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 Benefit Payment means, for each Taxable Year, an amount, not less than zero, equal to the sum of the Net Tax Benefit and the Additional Amount.
Tax Benefit Schedule is defined in Section 1.03(a)(ii) of this Agreement.
Tax Items means any item of income, gain, loss, deduction, or credit.