Epstein Secrets

be adjusted pursuant to Section 2.3. "Equivalent Heritage Points Deficit" means, with respect to a Principal Group, as of immediately prior to any Exchange, the excess (if any) of the number of 4 I ." CSI. 144-7-7441'9 1/octi: US1:107703119t 15 EFTA00808228 Equivalent Heritage Points of such Princ

a taxing authority, and shall include all interest, penalties and additions imposed with respect to such amounts. "Tax Receivable Agreement" means the Tax Receivable Agreement, dated as of the date the Prior Agreement, as amended through the date here by and among APO Corp., a Delaware corporation, Apollo Princi al Holdin

xchange Agreement, and the subsequent sale of such Class A Share at prevailing market prices for a Class A Share (unless the Person requesting such Exchange is willing to accept a lower price, e.g., to effect a block trade), (ii) a redemption of AOG Units initiated by Apollo or any of its Subsidiaries, s

ther similar interests or the sole general partner interest or managing member or similar interest of such Person. "Tax Receivable Agreement' means the Tax Receivable Agreement, dated as of the date hereof, by and among APO Corp., a Delaware corporation, Apollo Principal Holdings II, L.P., a Delaware limited partnership, A

shall be adjusted pursuant to Section "Equivalent Heritage Points Deficit" means, with respect to a Principal Group, as of immediately prior to any Exchange, the excess (if any) of the number of Equivalent Heritage Points of such Principal Group over the Pecuniary Interest in the Heritage Points of such

taxing authority, and shall include all interest, penalties and additions imposed with respect to such amounts. "Tax Receivable Agreement" means the Tax Receivable Agreement, dated as of the date hereof, by and among APO Corp., a Delaware corporation, Apollo Principal Holdings II, L.P., a Delaware limited partnership, A

e taxable exchanges that trigger TRA payments. The transfer of BFP interests from Leon's estate to the CLATs would not be considered a nontaxable A Exchange because the CLATs themselves are not charities and no AOG units would be exchanged for public stock as part of the transfer. As exchanges are made

s or artwork that cannot be managed. In addition, the use of CLATs in Leon's estate planning should not have any impact on benefits available under the Tax Receivable Agreement ("TRA"). b. Self-Dealing Rules We considered application of the self-dealing rules to an exchange of Apollo Operating Group ("AOG") units for Apol

be adjusted pursuant to Section 2.3. "Equivalent Heritage Points Deficit" means, with respect to a Principal Group, as of immediately prior to any Exchange, the excess (if any) of the number of Equivalent Heritage Points of such Principal Group over the Pecuniary Interest in the Heritage Points of such

a taxing authority, and shall include all interest, penalties and additions imposed with respect to such amounts. "Tax Receivable Agreement" means the Tax Receivable Agreement, dated as of the date the Prior Agreement, as amended through the date hereof, by and among APO Corp., a Delaware corporation, Apollo Principal Hol