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Any transfer otherwise project of your DAP Legal rights will be instead costs (apart from thecost of any Import Taxation, and therefore will be the burden of the transferor) for the Proprietor. “Outstanding Taxes” mode, to your applicable person in the new Community SPV Category or even the DAP Issuer, by the fresh applicabledate away from dedication otherwise distribution, the brand new unpaid taxes owed or relatively expected to be due, for taxation episodes (or even the bit thereof) stop to the otherwise before such time. Regarding the new DAP Issuer, Delinquent Taxes might be computed like(i) the newest DAP Issuer have been a domestic business in the concept of Section 7701(a) of one’s Code and that (a) the brand new DAP Issuer owned (x) 100% from DAP Issuer Sub, a good Delaware limited liability company which is treated as the a corporation forU.S. Federal income tax intentions and (y) a great 99% need for VPM TopCo, a good Delaware limited liability business that is treated as the a partnership business for U.S. federal tax intentions, (b) DAP Issuer Sandwich owned 1% from VPM TopCo,(c) VPM TopCo has 100% of your stock of VPM Holdings, a great Delaware limited-liability organization that’s managed since the a business to have You.S. government tax intentions and you may (iv) except while the discussed within the clauses (a), (b) or (c), not one of the DAPIssuer, DAP Issuer Sub or VPM TopCo individual people possessions and you can (ii) the newest Taxes of your DAP Issuer is actually paid off on the the quantity (and only for the extent) a shipment is made because of the DAP Issuer pursuant in order to term (ii) ofSection 2.4(a)(viii).

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No broker, broker, finder, funding banker, financialadvisor or other firm otherwise Person is otherwise is going to be titled, as a result of people step or agreement of your own Organization otherwise any one of their Associates, to the agent’s, finder’s, funding banker’s, financial advisor’s or any other equivalent payment orcommission concerning the some of the new Purchases, but as the uncovered inside Part step three.20 of the Team Revelation Page. LLC is actually entitled to, nor provides theCompany otherwise the Subsidiaries offered to spend to Centerview Lovers LLC otherwise ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC, compensation, costs and you will/otherwise expenditures in connection with the new Transactions over the fresh amount established within the Area step three.20of the company Revelation Page. And in case theaccuracy of one’s representations and warranties of one’s Father or mother Agencies inside the Point cuatro.8, the organization Panel has had all of the procedures required therefore the restrictions within Area 203 of the DGCL appropriate to a great“business integration” (as the defined in the Section 203 of one’s DGCL) should maybe not connect with the brand new execution, birth otherwise results of this Arrangement and/or consummation of your own Merger or perhaps the other Deals. (c) The business and you may itsSubsidiaries are in compliance along with applicable export control legislation, as well as those people applied from the U.S. Department away from Condition, and you will appropriate investment handle regulations, in addition to the individuals given by the U.S.Company of your Treasury, apart from failures in order to comply one to, in person or in the brand new aggregate, aren’t reasonably attending have a buddies Matter Bad Feeling.

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“Business Panel” form the new Panel away from Administrators of your own Team (as well as people properly constituted and registered committeethereof). “Certificate” mode a certification thatimmediately before the Active Day is short for offers out of Team Common Stock. “Carveout Purchases” shall suggest the newest deals described onSection 6.16 of one’s Organization Revelation Letter. “Bylaws”mode the fresh Revised and you will Restated Bylaws of your Business, old by July ten, 2024. “Business day” function people day apart from Monday otherwise Sunday otherwise a day to the whichcommercial financial institutions try subscribed or required by rules to be closed in Ny, Ny or Chicago, Illinois. (f) Following the go out hereof, Father or mother as well as the Business shall takethe tips set forth within the Part six.20(f) of your own Organization Revelation Letter.

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