Common use of Basis Adjustment Clause in Contracts

Basis Adjustment. Within 120 calendar days after the filing of the U.S. federal income tax return of the Corporate Taxpayer for each Taxable Year in which any Exchange has been effected by any Member, the Corporate Taxpayer shall deliver to such Member a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, including with respect to each Exchanging party, (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 as a result of the Exchanges effected in such Taxable Year, calculated (x) in the aggregate, (y) solely with respect to Exchanges by such Member and (z) in the case of a Basis Adjustment under Section 734(b) of the Code solely with respect to the amount that is available to the Corporate Taxpayer in such Taxable Year, (iii) the period (or periods) over which the Reference Assets are amortizable and/or depreciable and (iv) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable.

Appears in 10 contracts

Samples: Tax Receivable Agreement (vTv Therapeutics Inc.), Tax Receivable Agreement (vTv Therapeutics Inc.), Tax Receivable Agreement (Virtu Financial, Inc.)

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Basis Adjustment. Within 120 ninety (90) calendar days after the filing of the U.S. United States federal income tax return of the Corporate Taxpayer APAM for each Taxable Year in which any Exchange has been effected by any Membereffected, the Corporate Taxpayer APAM shall deliver to each LP Unit Holder who effected an Exchange in such Member Taxable Year a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, including with respect to each Exchanging partyfor purposes of Taxes, (i) the Non-Stepped Up Tax Basis of the Reference Assets as of each applicable Exchange Date, (ii) the Basis Adjustments Adjustment with respect to the Reference Assets as a result of the Exchanges effected in such Taxable Year, calculated (xa) in the aggregate, (yb) solely with respect to Exchanges by such Member LP Unit Holder and (zc) in the case of a Basis Adjustment under Section 734(b) of the Code ), solely with respect to the amount that is available to the Corporate Taxpayer APAM in such Taxable Year, (iii) the period (or periods) over which the Reference Assets are amortizable and/or depreciable and (iv) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable.

Appears in 4 contracts

Samples: Tax Receivable Agreement, Tax Receivable Agreement (Artisan Partners Asset Management Inc.), Tax Receivable Agreement (Artisan Partners Asset Management Inc.)

Basis Adjustment. Within 120 90 calendar days after the filing of the U.S. federal income tax return of the Corporate Taxpayer for each Taxable Year in which any Exchange has been effected by any Member, the Corporate Taxpayer shall deliver to such Member a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, including with respect to each Exchanging party, (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 as a result of the Exchanges effected in such Taxable Year, calculated (x) in the aggregate, (y) solely with respect to Exchanges by such Member and (z) in the case of a Basis Adjustment under Section 734(b) of the Code solely with respect to the amount that is available to the Corporate Taxpayer in such Taxable Year, (iii) the period (or periods) over which the Reference Assets are amortizable and/or depreciable and (iv) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable.

Appears in 4 contracts

Samples: Tax Receivable Agreement (Rocket Companies, Inc.), Tax Receivable Agreement (Rocket Companies, Inc.), Tax Receivable Agreement (Rocket Companies, Inc.)

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Basis Adjustment. Within 120 90 calendar days after the filing of the U.S. federal income tax return of the Corporate Taxpayer for each Taxable Year in which any Exchange has been effected by any Member, the Corporate Taxpayer shall deliver to such Member and to the Member Representative a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, including with respect to each Exchanging party, (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 as a result of the Exchanges effected in such Taxable Year, calculated (x) in the aggregate, (y) solely with respect to Exchanges by such Member and (z) in the case of a Basis Adjustment under Section 734(b) of the Code solely with respect to the amount that is available to the Corporate Taxpayer in such Taxable Year, (iii) the period (or periods) over which the Reference Assets are amortizable and/or depreciable and (iv) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Clear Secure, Inc.), Tax Receivable Agreement (Clear Secure, Inc.), Tax Receivable Agreement (Clear Secure, Inc.)

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