Common use of Basis Schedule Clause in Contracts

Basis Schedule. Within one hundred and twenty (120) 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, on the same date, deliver to (a) the TRA Party Representative a schedule (the “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, (i) the Blocker Transferred Basis of the Reference Property with respect to each Blocker and in respect of each TRA Party, if any, (ii) the Non-Stepped Up Tax Basis of the Reference Property in respect of each TRA Party as of each applicable Exchange Date, if any, (iii) the Basis Adjustment with respect to the Reference Property in respect of each TRA Party as a result of the Exchanges effected in such Taxable Year or any prior Taxable Year by each TRA Party, if any, calculated in the aggregate, (iv) the period (or periods) over which the Blocker Transferred Basis with respect to each Blocker and each Basis Adjustment in respect of each TRA Party is amortizable and/or depreciable (or otherwise deductible or available as an offset against taxable income), and (iv) the TRA Bonus Deduction, calculated in the aggregate (b) the Permira Representative, the portion of such Basis Schedule relating to the Permira Parties in respect of the Permira Blocker and the WCAS XII Blocker, (c) the Warburg Representative, the portion of such Basis Schedule relating to the Warburg Parties in respect of the Warburg Blocker and the WCAS XII Blocker and (d) the WCAS Representative, the portion of such Basis Schedule relating to the WCAS Parties in respect of WCAS XII Blocker and WCAS XIII Blocker, respectively. All costs and expenses incurred in connection with the provision and preparation of the Basis Schedules and Tax Benefit Schedules under this Agreement shall be borne by OpCo.

Basis Schedule. Within ninety (90) days of the date hereof the Corporate Taxpayer shall prepare and deliver to each TRA Party that is a Blocker Shareholder a schedule (the “Initial Basis Schedule”) that shows (a) the Blocker Attributes, (b) the Blocker Transferred Basis of each Reference Asset, if any, (c) the period (or periods) over which each Reference Asset is amortizable and/or depreciable and (d) the period (or periods) over which the Blocker Attributes or Blocker Transferred Basis is amortizable and/or depreciable, in the case of each of clauses (a) through (d), with respect to such TRA Party that is a Blocker Shareholder and with respect to all TRA Parties that are Blocker Shareholders. The Initial Basis Schedule shall be prepared in good faith based upon the most recent information provided by the Blocker Shareholders to the Corporate Taxpayer. Within one hundred and twenty (120) 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, on the same date, shall deliver to (a) the each TRA Party Representative a schedule (the “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, (i) the Blocker Transferred Basis of the Reference Property with respect to each Blocker and in respect of each TRA Party, if anyAttributes, (ii) the Non-Stepped Up Tax Blocker Transferred Basis of the each Reference Property in respect of each TRA Party as of each applicable Exchange DateAsset, if any, (iii) the IPO Basis of each Reference Asset, if any, (iv) the Exchange Basis of each Reference Asset, if any, (v) the Basis Adjustment with respect to the each Reference Property in respect of each TRA Party Asset as a result of the Exchanges effected in such Taxable Year or any prior Taxable Year by each TRA PartyYear, if any, calculated in the aggregate, (ivvi) the Non-Stepped Up Tax Basis of each Reference Asset as of each applicable Exchange Date, if any, (vii) the period (or periods) over which each Reference Asset is amortizable and/or depreciable and (viii) the period (or periods) over which the Blocker Attributes, Blocker Transferred Basis with respect to each Blocker Basis, the IPO Basis, the Exchange Basis, and each Basis Adjustment in respect of each TRA Party is amortizable and/or depreciable depreciable, in the case of each of clauses (or otherwise deductible or available as an offset against taxable incomei) through (viii), with respect to such TRA Party and (iv) with respect to all other TRA Parties. For the TRA Bonus Deductionavoidance of doubt, calculated in preparing the aggregate (b) the Permira RepresentativeInitial Basis Schedule and any Basis Schedule pursuant to this Agreement, the portion Corporate Taxpayer may redact the names of such Basis Schedule relating to the Permira Parties in respect of the Permira Blocker and the WCAS XII Blocker, (c) the Warburg Representative, the portion of such Basis Schedule relating to the Warburg Parties in respect of the Warburg Blocker and the WCAS XII Blocker and (d) the WCAS Representative, the portion of such Basis Schedule relating to the WCAS Parties in respect of WCAS XII Blocker and WCAS XIII Blocker, respectivelyany other TRA Party or any other information that it deems confidential. All costs and expenses incurred in connection with the provision and preparation of the Initial Basis Schedule, the Basis Schedules and Tax Benefit Schedules under for each TRA Party in compliance with this Agreement shall be borne by OpCoPubCo.

Basis Schedule. Within one hundred and twenty Not more than ninety (12090) calendar days after the due date (including extensions) of IRS Form 1120 (or any successor form) filing of the Corporate Taxpayer U.S. federal income Tax Return of MDC Holdings for each relevant Taxable YearYear in which any Exchange has been effected, the Corporate Taxpayer shall, on the same date, MDC Holdings shall deliver to (a) the TRA Party Representative Stagwell a schedule (the “Basis Schedule”) that shows, shows in reasonable detail as necessary to perform understand the calculations required by performed under this Agreement, for U.S. federal, state and local Tax purposes, (i) the Blocker Transferred Basis of the Reference Property with respect to each Blocker and in respect of each TRA Party, if any, (ii) the Non-Stepped Up Adjusted Tax Basis of the Reference Property in respect assets of each TRA Party the OpCo Group as of the date of each applicable Exchange Date, if anyExchange, (iiiii) the Basis Adjustment with respect to the Reference Property in respect assets of each TRA Party the OpCo Group as a result of the Exchanges effected in such Taxable Year or any prior Taxable Year by each TRA Party, if anyYear, calculated in the aggregate, (iviii) the period (or periods) , if any, over which the Blocker Transferred Basis with respect to each Blocker and each Basis Adjustment in respect assets of each TRA Party is the OpCo Group are amortizable and/or depreciable (or otherwise deductible or available as an offset against taxable income), and (iv) the TRA Bonus Deductionperiod or periods, calculated in if any, over which each Basis Adjustment is amortizable and/or depreciable. Subject to the aggregate (b) the Permira Representativeother provisions of this Agreement, the portion items reflected on a Basis Schedule shall become final and binding on the Parties sixty (60) calendar days after Stagwell’s receipt of such Basis Schedule relating to the Permira Parties Stagwell unless Stagwell provides MDC Holdings with written notice of an objection thereto made in respect of the Permira Blocker and the WCAS XII Blocker, good faith within sixty (c60) the Warburg Representative, the portion calendar days after its receipt of such Basis Schedule relating to the Warburg Parties in respect of the Warburg Blocker Schedule. If such an objection is timely made and the WCAS XII Blocker Parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within fifteen (15) calendar days, MDC Holdings and (d) Stagwell shall employ the WCAS RepresentativeReconciliation Procedures. Notwithstanding that the Basis Schedule for a Covered Taxable Year may have become final and binding on the Parties under this Section 2.02(a), the portion of such Basis Schedule relating shall be revised to the WCAS Parties extent necessary to (w) reflect a Determination, (x) reflect inaccuracies in respect of WCAS XII Blocker and WCAS XIII Blocker, respectively. All costs and expenses incurred in connection with the provision and preparation original determination of the Basis Schedules and Tax Benefit Schedules under Adjustment as a result of Exchanges effected in such Taxable Year as a result of factual information that was not previously taken into account, (y) reflect adjustments required to take into account payments made pursuant to this Agreement shall be borne by OpCo.Agreement, and

Basis Schedule. Within one hundred and twenty Not more than ninety (12090) calendar days after the due date (including extensions) of IRS Form 1120 (or any successor form) filing of the Corporate Taxpayer U.S. federal income Tax Return of MDC Holdings for each relevant Taxable YearYear in which any Exchange has been effected, the Corporate Taxpayer shall, on the same date, MDC Holdings shall deliver to (a) the TRA Party Representative Stagwell a schedule (the “Basis Schedule”) that shows, shows in reasonable detail as necessary to perform understand the calculations required by performed under this Agreement, for U.S. federal, state and local Tax purposes, (i) the Blocker Transferred Basis of the Reference Property with respect to each Blocker and in respect of each TRA Party, if any, (ii) the Non-Stepped Up Adjusted Tax Basis of the Reference Property in respect assets of each TRA Party the OpCo Group as of the date of each applicable Exchange Date, if anyExchange, (iiiii) the Basis Adjustment with respect to the Reference Property in respect assets of each TRA Party the OpCo Group as a result of the Exchanges effected in such Taxable Year or any prior Taxable Year by each TRA Party, if anyYear, calculated in the aggregate, (iviii) the period (or periods) , if any, over which the Blocker Transferred Basis with respect to each Blocker and each Basis Adjustment in respect assets of each TRA Party is the OpCo Group are amortizable and/or depreciable (or otherwise deductible or available as an offset against taxable income), and (iv) the TRA Bonus Deductionperiod or periods, calculated in if any, over which each Basis Adjustment is amortizable and/or depreciable. Subject to the aggregate (b) the Permira Representativeother provisions of this Agreement, the portion items reflected on a Basis Schedule shall become final and binding on the Parties sixty (60) calendar days after Stagwell’s receipt of such Basis Schedule relating to the Permira Parties Stagwell unless Stagwell provides MDC Holdings with written notice of an objection thereto made in respect of the Permira Blocker and the WCAS XII Blocker, good faith within sixty (c60) the Warburg Representative, the portion calendar days after its receipt of such Basis Schedule relating to the Warburg Parties in respect of the Warburg Blocker Schedule. If such an objection is timely made and the WCAS XII Blocker Parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within fifteen (15) calendar days, MDC Holdings and (d) Stagwell shall employ the WCAS RepresentativeReconciliation Procedures. Notwithstanding that the Basis Schedule for a Covered Taxable Year may have become final and binding on the Parties under this Section 2.02(a), the portion of such Basis Schedule relating shall be revised to the WCAS Parties extent necessary to (w) reflect a Determination, (x) reflect inaccuracies in respect of WCAS XII Blocker and WCAS XIII Blocker, respectively. All costs and expenses incurred in connection with the provision and preparation original determination of the Basis Schedules Adjustment as a result of Exchanges effected in such Taxable Year as a result of factual information that was not previously taken into account, (y) reflect adjustments required to take into account payments made pursuant to this Agreement, and Tax Benefit Schedules (z) comply with the expert’s determination under this Agreement shall be borne by OpCothe Reconciliation Procedures.