Common use of Basis Schedule Clause in Contracts

Basis Schedule. (a) Within forty-five (45) calendar days after the filing of the United States federal income tax return of Premier for the Taxable Year in which the Original Sale has been effected, Premier shall deliver to Premier LP a schedule (the “Original Sale Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, including with respect to the Limited Partners, for purposes of Taxes, (i) the Non-Stepped Up Tax Basis of the Reference Assets as of the Original Sale Date, (ii) the Basis Adjustment with respect to the Reference Assets as a result of the Original Sale, calculated in the aggregate, (iii) the period (or periods) over which the Reference Assets are amortizable and/or depreciable and (iv) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable. The Original Basis Schedule will become final as provided in Section 2.4(a) and may be amended as provided in Section 2.4(b) (subject to the procedures set forth in Section 2.4(b)). (b) Within forty-five (45) calendar days after the filing of the United States federal income tax return of Premier for each Taxable Year in which any Exchange has been effected, Premier shall deliver to each Limited Partner a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, including with respect to each such Limited Partner, for purposes of Taxes, (i) the Non-Stepped Up Tax Basis of the Reference Assets as of each Exchange Date, (ii) the Basis Adjustment with respect to the Reference Assets as a result of any Exchanges effected in such Taxable Year, calculated in the aggregate, (iii) the period (or periods) over which the Reference Assets are amortizable and/or depreciable and (iv) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable. The Exchange Basis Schedule will become final as provided in Section 2.4(a) and may be amended as provided in Section 2.4(b) (subject to the procedures set forth in Section 2.4(b)).

Basis Schedule. Not more than ninety (a) Within forty-five (4590) calendar days after the filing of the United States U.S. federal income tax return Tax Return of Premier for the Taxable Year in which the Original Sale has been effected, Premier shall deliver to Premier LP a schedule (the “Original Sale Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, including with respect to the Limited Partners, for purposes of Taxes, (i) the Non-Stepped Up Tax Basis of the Reference Assets as of the Original Sale Date, (ii) the Basis Adjustment with respect to the Reference Assets as a result of the Original Sale, calculated in the aggregate, (iii) the period (or periods) over which the Reference Assets are amortizable and/or depreciable and (iv) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable. The Original Basis Schedule will become final as provided in Section 2.4(a) and may be amended as provided in Section 2.4(b) (subject to the procedures set forth in Section 2.4(b)). (b) Within forty-five (45) calendar days after the filing of the United States federal income tax return of Premier MDC Holdings for each Taxable Year in which any Exchange has been effected, Premier MDC Holdings shall deliver to each Limited Partner Stagwell a schedule (the “Exchange Basis Schedule”) that shows, shows in reasonable detail as necessary to perform understand the calculations required by performed under this Agreement, including with respect to each such Limited Partnerfor U.S. federal, for purposes of Taxesstate and local Tax purposes, (i) the Non-Stepped Up Adjusted Tax Basis of the Reference Assets assets of the OpCo Group as of the date of each Exchange Dateapplicable Exchange, (ii) the Basis Adjustment with respect to the Reference Assets assets of the OpCo Group as a result of any the Exchanges effected in such Taxable Year, calculated in the aggregate, (iii) the period (or periods) , if any, over which the Reference Assets assets of the OpCo Group are amortizable and/or depreciable and (iv) the period (or periods) , if any, over which each Basis Adjustment is amortizable and/or depreciable. The Exchange Subject to the other provisions of this Agreement, the items reflected on a Basis Schedule will shall become final as provided and binding on the Parties sixty (60) calendar days after Stagwell’s receipt of such Basis Schedule to Stagwell unless Stagwell provides MDC Holdings with written notice of an objection thereto made in good faith within sixty (60) calendar days after its receipt of such Basis Schedule. If such an objection is timely made and the Parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within fifteen (15) calendar days, MDC Holdings and Stagwell shall employ the Reconciliation Procedures. Notwithstanding that the Basis Schedule for a Covered Taxable Year may have become final and binding on the Parties under this Section 2.4(a) and may 2.02(a), such Basis Schedule shall be amended as provided in Section 2.4(b) (subject revised to the procedures set forth extent necessary to (w) reflect a Determination, (x) reflect inaccuracies in Section 2.4(b)).the original determination of the Basis 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