Common use of Basis Adjustment Schedule Clause in Contracts

Basis Adjustment Schedule. Within ninety calendar days after the end of a Taxable Year in which a Section 732 Event or Exchange occurs, and in any event at least ninety calendar days prior to the filing of the U.S. Federal income Tax Return of the Corporation for each Taxable Year in which a Section 732 Event or Exchange has occurred, the Corporation will deliver to each Participant a schedule (a “Basis Adjustment Schedule”) that shows, in reasonable detail, the information required under Sections 732, 734(b), 743(b) and 755 of the Code, and the Treasury Regulations thereunder, to calculate the Basis Adjustment with respect to the Section 732 Event or Exchange, including: (a) the Corporation’s and its Subsidiaries’ proportionate share of the actual unadjusted Tax basis of the Adjusted Assets as of each applicable Exchange Date, (b) the Basis Adjustment with respect to each class of the Adjusted Assets as a result of any Section 732 Event and each Exchange occurring in such Taxable Year, (c) the period or periods, if any, over which the Adjusted Assets are amortizable or depreciable, and (d) the period or periods, if any, over which each Basis Adjustment is amortizable or depreciable. The Basis Adjustment Schedule will become final as provided in Section 2.08(a) and may be amended as provided in Section 2.08(b) (subject to the procedures set forth in Section 2.08(a)).

Appears in 3 contracts

Samples: Tax Receivables Agreement (MediaAlpha, Inc.), Tax Receivables Agreement (MediaAlpha, Inc.), Tax Receivables Agreement (MediaAlpha, Inc.)

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Basis Adjustment Schedule. Within ninety calendar days after the end of a the Taxable Year in which a Section 732 Event or Exchange occurs, and in any event at least ninety calendar days prior to the filing of the U.S. Federal federal income Tax Return tax return of the Corporation for each Taxable Year in which a any such Section 732 Event or Exchange has occurredbeen effected, the Corporation will shall deliver to each Participant the Limited Partner a schedule (a the “Basis Adjustment Schedule”) that shows, in reasonable detail, for purposes of Taxes the information required under Sections 732, 734(b), 743(b) and 755 of the Code, and the Treasury Regulations thereunder, to calculate the Basis Adjustment with respect to the such Section 732 Event or Exchange, including: including without limitation, (ai) the Corporation’s and its Subsidiaries’ proportionate share of the actual unadjusted Tax tax basis of the Adjusted Original Assets as of each applicable Exchange Date, (bii) the Basis Adjustment with respect to each class of the Adjusted Original Assets as a result of any the Section 732 Event Events and each Exchange occurring Exchanges effected in such Taxable Year, (ciii) the period or periods, if any, over which the Adjusted Original Assets are amortizable or depreciable, and and/or depreciable (div) the period or periods, if any, over which each Basis Adjustment is amortizable or depreciable. The and/or depreciable and (v) all supporting information (including work papers and valuation reports, if any) reasonably necessary to support the calculation of the Basis Adjustment Schedule will become final as provided in with respect to such Section 2.08(a732 Event, Section 734(b) and may be amended as provided in Section 2.08(b) (subject to the procedures set forth in Section 2.08(a))Distribution or Exchange.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Virgin Mobile USA, Inc.), Tax Receivable Agreement (Virgin Mobile USA, Inc.), Tax Receivable Agreement (Virgin Mobile USA, Inc.)

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