Common use of Basis Schedule Clause in Contracts

Basis Schedule. Within one hundred and fifty (150) 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 actual Tax basis and the Non-Adjusted Tax Basis 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 as a result of Exchanges effected by such TRA Party in such Taxable Year, (iii) the Purchase Basis Adjustments and BSOF Basis Adjustments Attributable to such TRA Party for the Taxable Year of the Closing, (iv) the Tax basis in the Peak Assets that will give rise to the Peak Deductions Attributable to such TRA Party for the Taxable Year of the Closing, and (v) the period (or periods) over which such Basis Adjustments and the Tax basis in the Peak Assets are amortizable and/or depreciable, in each case, calculated in the aggregate for all TRA Parties and solely with respect to the TRA Party to which such Basis Schedule is delivered; provided that for each of the first three (3) Taxable Years ending after the Closing Date, such deadline shall be automatically extended from one hundred and fifty (150) calendar days after such due date (including extensions) to one hundred and eighty (180) calendar days after such due date (including extensions). 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 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)).

Basis Schedule. Within one hundred and fifty twenty (150120) 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 shall, on the same date, deliver to each (a) the TRA Party Representative a schedule (the “Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this TRA Agreement, (i) the actual Tax basis Blocker Transferred Basis of the Reference Property with respect to each Blocker and in respect of each TRA Party, if any, (ii) the Non-Adjusted Stepped Up Tax Basis of the Reference Assets Property in respect of each TRA Party as of the Closing Date and the date of each Exchangeapplicable Exchange Date, if any, (iiiii) the Exchange Basis Adjustments Attributable to such TRA Party Adjustment with respect to the Reference Assets Property in respect of each TRA Party as a result of the Exchanges effected by such TRA Party in such Taxable Year, (iii) the Purchase Basis Adjustments and BSOF Basis Adjustments Attributable to such TRA Party for the Year or any prior Taxable Year of by each TRA Party, if any, calculated in the Closingaggregate, (iv) the Tax basis in the Peak Assets that will give rise to the Peak Deductions Attributable to such TRA Party for the Taxable Year of the Closing, and (v) the period (or periods) over which such the Blocker Transferred Basis Adjustments with respect to each Blocker and the Tax basis each Basis Adjustment in the Peak Assets are respect of each TRA Party is amortizable and/or depreciabledepreciable (or otherwise deductible or available as an offset against taxable income), in each caseand (iv) the TRA Bonus Deduction, calculated in the aggregate for all TRA Parties and solely with respect to (b) the TRA Party to which Permira Representative, the portion of such Basis Schedule is delivered; provided that for each relating to the Permira Parties in respect of the first three Permira Blocker and the WCAS XII Blocker, (3c) Taxable Years ending after the Closing DateWarburg Representative, the portion of such deadline shall be automatically extended from one hundred Basis Schedule relating to the Warburg Parties in respect of the Warburg Blocker and fifty the WCAS XII Blocker and (150d) calendar days after the WCAS Representative, the portion of such due date (including extensions) Basis Schedule relating to one hundred the WCAS Parties in respect of WCAS XII Blocker and eighty (180) calendar days after such due date (including extensions)WCAS XIII Blocker, respectively. 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 under this TRA Agreement and the obtaining of any Advisory Firm Letter shall be borne by 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)).