Common use of Basis Adjustments Clause in Contracts

Basis Adjustments. The Parties acknowledge and agree that (A) each Redemption using cash contributed by the Corporation to Operating Company shall be treated as a direct purchase of Common Units by the Corporation from the applicable Member (and thus as an Exchange) pursuant to Section 707(a)(2)(B) of the Code to the extent allowed by law and (B) each Exchange will give rise to Basis Adjustments. In connection with any Exchange, the Parties acknowledge and agree that pursuant to applicable law the Corporation’s share of the basis in the Reference Assets shall be increased (or decreased) by the excess (or deficiency), if any, of (A) the sum of (x) the Market Value of the Class A Common Stock or the cash transferred to a Member pursuant to an Exchange as payment for the Common Units or, in the case of an Exchange involving all or a portion of the Call Option, the Call Option Consideration, (y) the amount of payments made pursuant to this Agreement with respect to such Exchange and (z) the amount of liabilities allocated to the Common Units acquired pursuant to the Exchange, over (B) the Corporation’s proportionate share of the basis of the Reference Assets immediately after the Exchange attributable to the Common Units exchanged, determined as if each member of the Operating Company Group (including, for the avoidance of doubt, Operating Company) remains in existence as an entity for tax purposes and no member of the Operating Company Group (including, for the avoidance of doubt, Operating Company) made the election provided by Section 754 of the Code. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest or are Actual Interest Amounts. Further, the Parties intend that Basis Adjustments be calculated in accordance with Treasury Regulations Section 1.743-1. Any Exchange that does not result in an adjustment or adjustments under Section 743(b) of the Code, but instead results in an adjustment or adjustments pursuant to Section 734(b) of the Code, shall give rise to Basis Adjustments to the extent of adjustments to the Corporation’s share of the common basis of the assets of the Operating Company Group.

Basis Adjustments. The Parties acknowledge and agree that to the fullest extent permitted by applicable Law (Ai) each Redemption using cash contributed by the Corporation to Operating Company shall be treated as a direct purchase of Common Units by the Corporation from the applicable Member (and thus as an Exchange) TRA Party pursuant to Section 707(a)(2)(B) of the Code (or any similar provisions of applicable state or local tax Law) (i.e., equivalent to the extent allowed by law a Direct Exchange), and (ii) each (A) Exchange, (B) payment made by the Corporation (including under this Agreement, but except with respect to amounts that constitute Imputed Interest) to a TRA Party in connection with an Exchange and (C) each Exchange distribution (or deemed distribution) from Parent to a TRA Party that may reasonably be treated as a transaction between the Corporation and the TRA Party pursuant to Section 707(a)(2)(B) of the Code (or any similar provisions of applicable state or local tax Law) will give rise to Basis Adjustments. In connection with any Exchangean increase or decrease to, the Parties acknowledge and agree that pursuant to applicable law or the Corporation’s proportionate share of, the tax basis of the basis in the Reference Assets shall (which are depreciable or amortizable (including assets that will eventually be increased subject to depreciation or amortization, once placed in service) for U.S. federal income tax purposes or stock of a corporation or land) under Section 362(a), 732, 734(b), 743(b) or 1012 of the Code (or decreasedany similar provisions of state or local tax Law) by (the excess (or deficiency“Basis Adjustments”), if any, . For purposes of (A) the sum of (x) the Market Value of the Class A Common Stock or the cash transferred to a Member pursuant to an Exchange as payment for the Common Units or, in the case of an Exchange involving all or a portion of the Call Option, the Call Option Consideration, (y) the amount of payments made pursuant to this Agreement with respect to such Exchange and (z) the amount of liabilities allocated to the Common Units acquired pursuant to the Exchange, over (B) determining the Corporation’s proportionate share of the tax basis of the Reference Assets immediately after the Exchange attributable with respect to the Common Units exchanged, determined as if each member of the Operating Company Group (including, for the avoidance of doubt, Operating Company) remains transferred in existence as an entity for tax purposes and no member of the Operating Company Group (including, for the avoidance of doubt, Operating Company) made the election provided by Section 754 of the Code. For the avoidance of doubt, payments made Exchange under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest or are Actual Interest Amounts. Further, the Parties intend that Basis Adjustments be calculated in accordance with Treasury Regulations Section 1.743-11(b) (or any similar provisions of state or local tax Law), the consideration paid by the Corporation for such Common Units shall be the Amount Realized. Any Notwithstanding any other provision of this Agreement, the amount of any Basis Adjustment resulting from an Exchange that does of one or more Common Units is to be determined as if any Pre-Exchange Transfer of such Common Units had not result in an adjustment or adjustments under Section 743(b) of the Code, but instead results in an adjustment or adjustments pursuant to Section 734(b) of the Code, shall give rise to Basis Adjustments to the extent of adjustments to the Corporation’s share of the common basis of the assets of the Operating Company Groupoccurred.

Basis Adjustments. The Parties acknowledge and agree that (A) each Exchange shall give rise to Basis Adjustments, (B) each Redemption using cash contributed by the Corporation to Operating Company shall be treated as a direct purchase of Common Units by the Corporation from the applicable Member pursuant to Section 707(a)(2)(B) of the Code, and (C) if cash is contributed by the Corporation to the LLC in connection with the closing of the Business Combination, such contribution and thus the BCA Redemption shall be treated as an Exchangea direct purchase of Units by the Corporation from OpenMail and the Founders (pro rata in accordance with the Units redeemed from each in the BCA Redemption) pursuant to Section 707(a)(2)(B) of the Code to the extent allowed of the cash contributed by law and the Corporation (Bup to the amount of cash used in the BCA Redemption (except to the extent the BCA Redemption qualifies as a debt-financed distribution)) each Exchange will give rise to Basis Adjustments(the “Purchase”). In connection with the Purchase, and in connection with any ExchangeDirect Exchange or any Redemption treated as a taxable direct purchase of Units by the Corporation, the Parties acknowledge and agree that pursuant to applicable law the Corporation’s share of the basis in the Reference Assets shall be increased (or decreased) by the excess (or deficiency)excess, if any, of (A) the sum of (x) the Market Value fair market value of the Class A Common Stock or the cash transferred to a Member pursuant to an Exchange as payment for the Common Units or, (and any other amounts includible in the case of an Exchange involving all or a portion basis of the Call Option, Corporation with respect to Units acquired in connection with the Call Option ConsiderationPurchase), (y) the amount of payments made pursuant to this Agreement with respect to such Exchange and (z) the amount of liabilities allocated to the Common Units acquired pursuant to the Exchange, over (B) the Corporation’s proportionate share of the basis of the Reference Assets immediately after the Exchange attributable to the Common Units exchangedacquired, determined as if each member of the Operating Company LLC Group (including, for the avoidance of doubt, Operating Company) remains in existence as an entity for tax purposes and no member of the Operating Company LLC Group (including, for the avoidance of doubt, Operating Company) made the election provided by Section 754 of the Code. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest or are Actual Interest Amounts. Further, the Parties intend that Basis Adjustments be calculated in accordance with Treasury Regulations Section 1.743-1. Any Exchange that does not result in an adjustment or adjustments under Section 743(b) of the Code, but instead results in an adjustment or adjustments pursuant to Section 734(b) of the Code, shall give rise to Basis Adjustments to the extent of adjustments to the Corporation’s share of the common basis of the assets of the Operating Company Group.

Basis Adjustments. The Parties acknowledge and agree that (A) the Purchase shall and (to the fullest extent permitted by applicable law) each Direct Exchange shall give rise to Basis Adjustments and (B) to the fullest extent permitted by applicable Law, each Redemption using cash or Class A Common Stock contributed to the Partnership by the Corporation to Operating Company shall be treated as a direct purchase of Common Units by the Corporation from the applicable Member (and thus as an Exchange) pursuant to Section 707(a)(2)(B) of the Code to the extent allowed by law and (B) each Exchange will that shall give rise to Basis Adjustments. In connection with the Purchase, and in connection with any ExchangeDirect Exchange or any Redemption treated as a taxable direct purchase of Units by the Corporation, the Parties acknowledge and agree that pursuant to applicable law the Corporation’s share of the basis in the Reference Assets shall be increased (or decreased) by the excess (or deficiency)excess, if any, of (A) the sum of (x) the Market Value fair market value of the Class A Common Stock or the cash transferred to a Member pursuant to an Exchange as payment for the Common Units or, (and any other amounts includible in the case of an Exchange involving all or a portion basis of the Call Option, Corporation with respect to Units acquired in connection with the Call Option ConsiderationPurchase), (y) the amount of payments made pursuant to this Agreement with respect to such Exchange other than amounts treated as Imputed Interest) and (z) the amount of liabilities allocated to the Common Units acquired pursuant to the Exchange, over (B) the Corporation’s proportionate share of the basis of the Reference Assets immediately after the Exchange attributable to the Common Units exchangedacquired, determined in accordance with the regulations under Section 743 of the Code as if each member of the Operating Company Partnership Group (including, for the avoidance of doubt, Operating Company) remains in existence as an entity for tax purposes and no member of the Operating Company Partnership Group (including, for the avoidance of doubt, Operating Company) made the election provided by Section 754 of the Code. The Parties agree (i) to file (and cause their Affiliates to file) their respective tax returns consistent with the foregoing except as otherwise required by applicable law, (ii) to claim positive Basis Adjustments to the maximum extent permitted by applicable law, and (iii) to the maximum extent permitted by Law, to utilize the Basis Adjustments, Other Tax Assets, and Imputed Interest to reduce the amount of Taxes that the Corporation would otherwise be required to pay. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent that such payments are treated as Imputed Interest or are Actual Interest Amounts. Further, the Parties intend that Basis Adjustments be calculated in accordance with Treasury Regulations Section 1.743-1. Any Exchange that does not result in an adjustment or adjustments under Section 743(b) of the Code, but instead results in an adjustment or adjustments pursuant to Section 734(b) of the Code, shall give rise to Basis Adjustments to the extent of adjustments to the Corporation’s share of the common basis of the assets of the Operating Company GroupInterest.

Basis Adjustments. (i) The Parties acknowledge and agree that (A) each Direct Exchange shall give rise to Basis Adjustments and (B) each Redemption using cash or Class A Common Stock contributed to Xxxx Holdings by the Corporation to Operating Company shall be treated as a direct purchase of Common Units by the Corporation from the applicable Member (and thus as an Exchange) pursuant to Section 707(a)(2)(B) of the Code to the extent allowed by law and (B) each Exchange that will give rise to Basis Adjustments. In connection with any ExchangeDirect Exchange or Redemption, the Parties acknowledge and agree that pursuant to applicable law the Corporation’s share of the basis in the Reference Assets shall be increased (or decreased) by the excess (or deficiency)excess, if any, of (A) the sum of (x) the Market Value of the Class A Common Stock or the cash transferred to a Member pursuant to an Exchange as payment for the Common Units or, in the case of an Exchange involving all or a portion of the Call Option, the Call Option ConsiderationUnits, (y) the amount of payments made pursuant to this Agreement with respect to such Exchange and (z) the amount of liabilities allocated to the Common Units acquired pursuant to the Exchange, over (B) the Corporation’s proportionate share of the basis of the Reference Referenced Assets immediately after the Exchange attributable to the Common Units exchanged, determined as if each member of the Operating Company Xxxx Holdings Group (including, for the avoidance of doubt, Operating Company) remains in existence as an entity for tax purposes and no member of the Operating Company Xxxx Holdings Group (including, for the avoidance of doubt, Operating Company) made the election provided by Section 754 of the Code. (ii) The Parties acknowledge and agree that the Corporation’s Capital Contribution and the use of such proceeds to repay and prepay certain indebtedness of Xxxx Holdings may give rise to a Section 734(b) Distribution to Wayzata that will give rise to Basis Adjustments. In connection with any Section 734(b) Distribution, the Parties acknowledge and agree that pursuant to applicable law, Xxxx Holding’s basis in the Reference Assets shall be increased by (A) the amount of any gain recognized pursuant to Section 731(a)(1) of the Code by the Member or Members to whom the Section 734(b) Distribution was made or deemed made and (B) in the case of distributed property to which Section 732(a)(2) or (b) of the Code applies, the excess, if any, of (x) Xxxx Holding’s adjusted basis in property distributed to the relevant Member (as adjusted by Section 732(d) of the Code, if applicable) immediately prior to the distribution over (y) the adjusted basis of such property in the hands of such Member as determined under Section 732 of the Code. For the avoidance of doubt, payments made under this Agreement shall not be treated as resulting in a Basis Adjustment to the extent such payments are treated as Imputed Interest or are Actual Interest Amounts. Further, the Parties intend that Basis Adjustments be calculated in accordance with Treasury Regulations Section 1.743-1. Any Exchange that does not result in an adjustment or adjustments under Section 743(b) of the Code, but instead results in an adjustment or adjustments pursuant to Section 734(b) of the Code, shall give rise to Basis Adjustments to the extent of adjustments to the Corporation’s share of the common basis of the assets of the Operating Company Group.