Common use of Basis Schedules Clause in Contracts

Basis Schedules. Within 90 calendar days after the filing of the U.S. Federal income Tax Return of the Corporation for each relevant Taxable Year, the Corporation shall deliver to the Members a schedule showing, in reasonable detail necessary to perform the calculations required by this Agreement, (a) the Non-Adjusted Tax Basis of the Reference Assets as of each applicable Exchange Date, (b) the Basis Adjustments to the Reference Assets for such Taxable Year, calculated (i) in the aggregate and (ii) solely with respect to each applicable Member, (c) the periods over which the Reference Assets are amortizable or depreciable and (d) the period over which each Basis Adjustment is amortizable or depreciable (such schedule, a “Basis Schedule”). A Basis Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a) and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(a).

Appears in 2 contracts

Samples: Tax Receivable Agreement (P3 Health Partners Inc.), Merger Agreement (Foresight Acquisition Corp.)

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Basis Schedules. Within 90 calendar one hundred and twenty (120) days after the filing of the U.S. Federal federal income Tax Return of the Corporation for each relevant Taxable Year, the Corporation shall deliver to the Members TRA Holder Representative a schedule showingdeveloped in consultation with the Advisory Firm (the “Basis Schedule”) that shows, in reasonable detail as necessary in order to perform understand the calculations required by performed under this Agreement: (a) the Basis Adjustments with respect to the Reference Assets as a result of the relevant Exchanges effected in such Taxable Year, (ab) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable, and (c) the Non-Adjusted Tax Basis of the Reference Assets as of each applicable Exchange Date, (b) the Basis Adjustments with respect to the Reference Assets for such Taxable Year, calculated described in clause (ia) in the aggregate and (ii) solely with respect to as of each applicable Member, (c) the periods over which the Reference Assets are amortizable or depreciable and (d) the period over which each Basis Adjustment is amortizable or depreciable (such schedule, a “Basis Schedule”)relevant Exchange,. A The Basis Schedule will shall become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a) 2.4.1 and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(a)2.4.2.

Appears in 2 contracts

Samples: Tax Receivable Agreement (Flyexclusive Inc.), Equity Purchase Agreement (EG Acquisition Corp.)

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Basis Schedules. Within 90 calendar one hundred twenty (120) days after the filing of the U.S. Federal federal income Tax Return of the Corporation for each relevant Taxable Year, the Corporation shall deliver to the Members TRA Holder Representative a schedule showingdeveloped in consultation with the Advisory Firm (the “Basis Schedule”) that shows, in reasonable detail as necessary in order to perform understand the calculations required by performed under this Agreement: (a) the Basis Adjustments with respect to the Reference Assets as a result of the relevant Exchanges effected in such Taxable Year, (ab) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable, and (c) the Non-Adjusted Tax Basis of the Reference Assets as of each applicable Exchange Date, (b) the Basis Adjustments with respect to the Reference Assets for such Taxable Year, calculated described in clause (ia) in the aggregate and (ii) solely with respect to as of each applicable Member, (c) the periods over which the Reference Assets are amortizable or depreciable and (d) the period over which each Basis Adjustment is amortizable or depreciable (such schedule, a “Basis Schedule”)relevant Exchange. A The Basis Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a) and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(a2.4(b).

Appears in 2 contracts

Samples: Tax Receivable Agreement (Falcon's Beyond Global, Inc.), Merger Agreement (FAST Acquisition Corp. II)

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