Common use of Basis Schedule Clause in Contracts

Basis Schedule. Within sixty (60) calendar days after the filing of the Parent Corporation Return for the Taxable Year in which the Mergers are effected, the Parent Corporation shall deliver to Agent a schedule (the “Closing Date Attribute Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, (i) the Closing Date Basis, (ii) the period (or periods) over which such Closing Date Basis is amortizable and/or depreciable, (iii) the Blocker NOLs, (iv) the scheduled expiration dates of the Blocker NOLs, and (v) any applicable limitations on the use of the Blocker NOLs for Tax purposes (including under Section 382 of the Code). Within sixty (60) calendar days after the filing of the Parent Corporation Return for a Taxable Year following the Taxable Year in which the Mergers are effected in which there arises additional Closing Date Basis or Additional Basis, the Parent Corporation shall deliver to Agent a schedule (together with the Closing Date Attribute Schedule, the “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, (y) any additional Closing Date Basis and any Additional Basis and (z) the period (or periods) over which such Closing Date Basis and Additional Basis is amortizable and/or depreciable.

Appears in 3 contracts

Samples: Tax Receivable Agreement (Nexeo Solutions, Inc.), Tax Receivable Agreement (Nexeo Solutions Holdings, LLC), Tax Receivable Agreement (WL Ross Holding Corp.)

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Basis Schedule. Within sixty (60) calendar days after the filing of the Parent Corporation Return for the Taxable Year in which the Mergers Transactions are effected, the Parent Corporation shall deliver to Agent Seller a schedule (the “Closing Date Attribute Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, (i) the Closing Date Basis, (ii) the period (or periods) over which such Closing Date Basis is amortizable and/or depreciable, (iii) the Blocker NOLs, (iv) the scheduled expiration dates dates, if any, of the Blocker NOLs, and (v) any applicable limitations on the use of the Blocker NOLs for Tax purposes (including under Section 382 of the Code). Within sixty (60) calendar days after the filing of the Parent Corporation Return for a Taxable Year following the Taxable Year in which the Mergers Transactions are effected in which there arises additional Closing Date Basis or Additional Basis, the Parent Corporation shall deliver to Agent Seller a schedule (together with the Closing Date Attribute Schedule, the “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, (y) any additional Closing Date Basis and any Additional Basis and (z) the period (or periods) over which such Closing Date Basis and Additional Basis is amortizable and/or depreciable.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Paya Holdings Inc.), Tax Receivable Agreement (Fintech Acquisition Corp Iii Parent Corp)

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