SECTION 5.2. Late payments made by the taxpayer. Subject to the intended use in Section 4.1, Point (b), the amount of all or part of a tax or early termination payment that is not paid to the parties of the EAD if it is due in accordance with the provisions of this agreement, whether due as a result of Section 5.1 or otherwise, is payable in conjunction with all interest calculated at the late rate and from the date of the date , to which this tax or early termination payment is due for the first time and payable until the date of the actual payment. “Subsidiaries” means any other person who directly or indirectly owns or indirectly owns or controls more than 50% of the voting rights or other similar interests, or the exclusive interest of that person`s partner, executive member or other similar interest. SECTION 6.2. coherence. The Corporate Taxpayer and the contracting parties of the TRA agree to report and report all tax items (including, but not limited to basic adjustments and any tax benefit) in a manner declared for all purposes, including for federal and local tax purposes, provided that they are not disclosed solely in accordance with the provisions of this agreement or by the corporate subject in a time frame that must be provided by or on behalf of the subject to the company in accordance with this agreement. unless, on the other hand, the law is prescribed. The subject (and the initiative of OpCo and its other subsidiaries) must make economically reasonable efforts (to avoid doubts, taking into account the interests and rights of all contracting parties of the TRA under this agreement) in order to defend the tax treatment provided by this agreement and any list in the context of an audit, competition or similar procedure with a tax administration. In the Up-C structure, the company forms a C company and takes capital on the public market through an IPO. The C-Gesellschaft, on the other hand, inserts the capital generated by the IPO into the capital of the existing partnership (corporate partnership) in exchange for participations in the operational partnership. Company C (public company) serves as a listed vehicle and invests in the operational partnership.

The company is a holding company, as it participates in the operational partnership, in addition to the former partners, before the IPO. As part of the structure, the limited company usually becomes the executive member of the operational partnership. In the up-C structure, the public company makes TRA payments over time, as tax benefits are realized and it is still entitled to retain a percentage, usually 15%, of the tax benefits. The portion of the tax benefits retained by the limited company can reconcile the interests of former shareholders and the limited company with the objective of maximizing the value of tax attributes, since everyone can benefit from the ultimate tax protection created by the structure.