Common use of Basis Adjustment and NOLs Clause in Contracts

Basis Adjustment and NOLs. Within 120 calendar days after the filing of the U.S. federal income tax return of the Corporate Taxpayer for the Taxable Year in which the Mergers have been effected by the Stockholders, the Corporate Taxpayer shall deliver to each applicable Stockholder participating in a Merger a schedule (the “Merger Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, including (i) the Non-Stepped Up Tax Basis of the Reference Assets as of each applicable Exchange Date, (ii) the Basis Adjustments with respect to the Reference Assets attributable to the Common Units acquired in such Merger, calculated in the aggregate, (iii) the period (or periods) over which the Reference Assets are amortizable and/or depreciable, (iv) the period (or periods) over which such Basis Adjustments are amortizable and/or depreciable, (v) the NOLs of the applicable Blocker as of the date of the Mergers, (vi) the scheduled expiration date (or dates) of such NOLs, and (vii) the limitations, if any, to which the use of such NOLs are subject under section 382 of the Code. As promptly as practicable, the Corporate Taxpayer and the applicable Stockholders shall agree on a replacement Merger Basis Schedule that reflects any adjustments necessary as a result of the IPO.

Basis Adjustment and NOLs. Within 120 ninety (90) calendar days after the filing of the U.S. date on which the United States federal income tax return on behalf of the Corporate Taxpayer APAM for the Taxable Year in year which includes the Mergers have been effected by the StockholdersMerger is filed, the Corporate Taxpayer APAM shall deliver furnish to each applicable Stockholder participating in H&F Xxxxxx a Merger a schedule (the “Merger Basis Schedule”) that showsletter showing, in reasonable detail necessary to perform the calculations required by this Agreement, including for purposes of Taxes, (i) the Non-Stepped Up Tax Basis of the Reference Assets as of each applicable Exchange Date, (ii) the Basis Adjustments with respect to the Reference Assets attributable as a result of the applicable Exchanges that give rise to Available Attributes (other than NOLs) as a result of the Common Units acquired in such Merger, calculated in the aggregate, (iii) the period (or periods) over which the Reference Assets are amortizable and/or depreciable, (iv) the period (or periods) over which such each Basis Adjustments are Adjustment is amortizable and/or depreciable, (v) the NOLs of the applicable Blocker as of the date of the MergersMerger, (vi) the scheduled expiration date (or dates) of such the NOLs, and (vii) the limitations, if any, to which the use of such the NOLs are subject under section 382 of the CodeCode (the “Merger Basis Schedule”). As promptly as practicable, the Corporate Taxpayer H&F Xxxxxx and the applicable Stockholders APAM shall agree on a replacement Merger Basis Schedule that reflects any adjustments necessary as a result of the IPO.