Common use of Basis Adjustments and Section 704(c) Allocations Clause in Contracts

Basis Adjustments and Section 704(c) Allocations. The Parties acknowledge and agree that (i) each Redemption shall be treated as a direct purchase of Common Units by the Corporation from the applicable TRA Party pursuant to Section 707(a)(2)(B) of the Code (or any similar provisions of applicable state, local or foreign tax Law) (i.e., equivalent to a Direct Exchange), (ii) each (A) Exchange and (B) payment made by the Corporation under this Agreement (excluding payments with respect to amounts that constitute Imputed Interest, but, for the avoidance of doubt, including payments made with respect to Section 704(c) Allocation Amounts) to a TRA Party in connection with an Exchange will give rise to Basis Adjustments, (iii) the Unit Purchase and Exchanges will give rise to Section 704(c) Allocation Amounts and (iv) the Interest Amount and Default Rate Interest payable with respect to any Exchange shall not be treated as interest for tax purposes but instead shall be treated as additional consideration for the Common Units transferred by the TRA Party in the relevant Exchange, unless otherwise required by applicable Law. Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment or Section 704(c) Allocation Amount resulting from an Exchange of one or more Common Units is to be determined as if any Pre-Exchange Transfer of such Common Units had not occurred.