Senior Obligations is defined in Section 5.1 of this Agreement.
Subsequently Acquired TRA Attributes means, except as otherwise determined by the Board (with the approval of the TRA Party Representative), any net operating losses, tax basis or other tax attributes to which any of the Corporate Taxpayer, OpCo or any entity in which they hold a direct or indirect equity interest become entitled as a result of a transaction (other than any Exchanges undertaken by an Exchange TRA Party) after the IPO Date, to the extent such net operating losses, tax basis and other tax attributes are subject to a tax receivable agreement (or comparable agreement) entered into after the date hereof by the Corporate Taxpayer or any of its Controlled Affiliates pursuant to which any member forming part of the Corporate Taxpayer is obligated to pay over amounts with respect to tax benefits resulting from such net operating losses, tax basis or other tax attributes.
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.
Tax Benefit Payment is defined in Section 3.1(b) of this Agreement.
Tax Benefit Schedule is defined in Section 2.2(a) of this Agreement.
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 a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable sections of U.S. state or local tax law, as applicable (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 or local taxes, assessments or similar charges that are based on or measured with respect to net income or profits (including alternative minimum taxes and any franchise taxes imposed in lieu of an income tax), and any interest related to such Tax.
Taxing Authority shall mean 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 Parties means the Exchange TRA Parties and the Reorganization TRA Parties.
TRA Party Representative means, initially, Vine Investment LLC, and thereafter, that TRA Party or committee of TRA Parties determined from time to time by a plurality vote of the TRA Parties ratably in accordance with their right to receive Early Termination Payments hereunder.