Common use of Basis Schedule Clause in Contracts

Basis Schedule. Within ninety (90) calendar days after the due date (including extensions) of IRS Form 1120 (or any successor form) of the Corporate Taxpayer for each relevant Taxable Year, the Corporate Taxpayer shall deliver to each TRA Party a schedule (the “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, (i) the Transaction Basis Adjustment with respect to the Reference Assets in respect of such TRA Party as a result of the Transaction Exchanges, if any, calculated in the aggregate, (ii) the Non-Stepped Up Transaction Basis of the Reference Assets in respect of such TRA Party as of the date of the Transaction Exchanges, if any, (iii) the Non-Stepped Up Tax Basis of the Reference Assets in respect of such TRA Party as of each applicable Exchange Date, if any, (iv) the Basis Adjustment with respect to the Reference Assets in respect of such TRA Party as a result of the Exchanges effected in such Taxable Year or any prior Taxable Year by such TRA Party, if any, calculated in the aggregate, (v) the period (or periods) over which the Reference Assets in respect of such TRA Party are amortizable and/or depreciable and (vi) the period (or periods) over which each Transaction Basis Adjustment, and each Basis Adjustment in respect of such TRA Party is amortizable and/or depreciable. All costs and expenses incurred in connection with the provision and preparation of the Basis Schedules and Tax Benefit Schedules for each TRA Party in compliance with this Agreement shall be borne by FOA OpCo.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Finance of America Companies Inc.), Tax Receivable Agreement (Finance of America Companies Inc.), Limited Liability Company Agreement (Replay Acquisition Corp.)

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Basis Schedule. Within ninety (90) calendar days after the due date (including extensions) of IRS Form 1120 (or any successor form) of the Corporate Taxpayer for each relevant Taxable Year, the Corporate Taxpayer shall deliver to each TRA Party a schedule (the “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this TRA Agreement, (i) the Transaction actual tax basis and the Non-Adjusted Tax Basis Adjustment of the Reference Assets as of the Closing Date and the date of each Exchange, (ii) the Exchange Basis Adjustments Attributable to such TRA Party with respect to the Reference Assets in respect of such TRA Party as a result of the Transaction Exchanges, if any, calculated in the aggregate, (ii) the Non-Stepped Up Transaction Basis of the Reference Assets in respect of Exchanges effected by such TRA Party as of the date of the Transaction Exchanges, if anyin such Taxable Year and prior Taxable Years, (iii) the Non-Stepped Up Tax Purchase Basis of the Reference Assets in respect of Adjustments Attributable to such TRA Party as for the Taxable Year of each applicable Exchange Datethe Closing, if any, and (iv) the Basis Adjustment with respect to the Reference Assets in respect of such TRA Party as a result of the Exchanges effected in such Taxable Year or any prior Taxable Year by such TRA Party, if any, calculated in the aggregate, (v) the period (or periods) over which the Reference Assets in respect of such TRA Party Basis Adjustments are amortizable and/or depreciable depreciable, in each case, calculated in the aggregate for all TRA Parties and (vi) solely with respect to the period (or periods) over which each Transaction Basis Adjustment, and each Basis Adjustment in respect of such TRA Party to which such Basis Schedule is amortizable and/or depreciabledelivered. All costs and expenses incurred in connection with the provision and preparation of the Basis Schedules and Tax Benefit Schedules for each TRA Party in compliance with this TRA Agreement and the obtaining of any Advisory Firm Letter shall be borne by FOA OpCo. Each Basis Schedule shall become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth in Section 2.3(b)).

Appears in 2 contracts

Samples: Tax Receivable Agreement (OppFi Inc.), Business Combination Agreement (FG New America Acquisition Corp.)

Basis Schedule. Within ninety one hundred and twenty (90120) calendar days after the due date (including extensions) of IRS Form 1120 (or any successor form) of the Corporate Taxpayer for each relevant Taxable Year, the Corporate Taxpayer shall deliver to each TRA Party a schedule (the “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this TRA Agreement, (i) the Transaction actual Tax basis and the Non-Adjusted Tax Basis Adjustment of the Reference Assets as of the Closing Date and the date of each Exchange, (ii) the Exchange Basis Adjustments Attributable to such TRA Party with respect to the Reference Assets in respect of such TRA Party as a result of the Transaction Exchanges, if any, calculated in the aggregate, (ii) the Non-Stepped Up Transaction Basis of the Reference Assets in respect of Exchanges effected by such TRA Party as of the date of the Transaction Exchanges, if anyin such Taxable Year and prior Taxable Years, (iii) the Non-Stepped Up Tax Purchase Basis of the Reference Assets in respect of Adjustments Attributable to such TRA Party as for the Taxable Year of each applicable Exchange Datethe Closing, if any, and (iv) the Basis Adjustment with respect to the Reference Assets in respect of such TRA Party as a result of the Exchanges effected in such Taxable Year or any prior Taxable Year by such TRA Party, if any, calculated in the aggregate, (v) the period (or periods) over which the Reference Assets in respect of such TRA Party Basis Adjustments are amortizable and/or depreciable depreciable, in each case, calculated in the aggregate for all TRA Parties and (vi) solely with respect to the period (or periods) over which each Transaction Basis Adjustment, and each Basis Adjustment in respect of such TRA Party to which such Basis Schedule is amortizable and/or depreciabledelivered. All costs and expenses incurred in connection with the provision and preparation of the Basis Schedules and Tax Benefit Schedules for each TRA Party in compliance with this TRA Agreement and the obtaining of any Advisory Firm Letter shall be borne by FOA OpCo. Each Basis Schedule shall become final as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth in Section 2.3(b)).

Appears in 2 contracts

Samples: Tax Receivable Agreement (Rush Street Interactive, Inc.), Business Combination Agreement (dMY Technology Group, Inc.)

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Basis Schedule. Within ninety one hundred and twenty (90120) calendar days after the due date (including extensions) of IRS Form 1120 (or any successor form) of the Corporate Taxpayer for each relevant Taxable Year, the Corporate Taxpayer shall deliver to each TRA Party a schedule (the “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, (i) the Transaction Basis Adjustment with respect to the Reference Assets in respect of such TRA Party as a result of the Transaction Exchanges, if any, calculated in the aggregate, (ii) the Non-Stepped Up Transaction Blocker Transferred Basis of the Reference Assets in respect of such TRA Party as of the date of the Transaction ExchangesParty, if any, (iiiii) the Non-Stepped Up Tax IPO Basis of the Reference Assets in respect of such TRA Party as Party, if any, (iii) the Exchange Basis of each applicable Exchange Datethe Reference Assets in respect of such TRA Party, if any, (iv) the Basis Adjustment with respect to the Reference Assets in respect of such TRA Party as a result of the Exchanges effected in such Taxable Year or any prior Taxable Year by such TRA Party, if any, calculated in the aggregate, (v) the Non-Stepped Up Tax Basis of the Reference Assets in respect of such TRA Party as of each applicable Exchange Date, if any, (vi) the period (or periods) over which the Reference Assets in respect of such TRA Party are amortizable and/or depreciable and (vivii) the period (or periods) over which each Transaction Basis Adjustmentthe Blocker Transferred Basis, the IPO Basis, the Exchange Basis, and each Basis Adjustment in respect of such TRA Party is amortizable and/or depreciable. All costs and expenses incurred in connection with the provision and preparation of the Basis Schedules and Tax Benefit Schedules for each TRA Party in compliance with this Agreement shall be borne by FOA OpCo.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Bumble Inc.), Tax Receivable Agreement (Bumble Inc.)

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