Common use of Exchange Assets Clause in Contracts

Exchange Assets. For purposes of this Agreement, as a result of an Exchange, PIM shall be entitled to a Basis Adjustment for each Exchange Asset with respect to the Corporation, the amount of which Basis Adjustment will be the excess, if any, of (i) the sum of (x) the Market Value of the Class A Shares, cash or the amount of any other consideration transferred to the Applicable Member pursuant to the Exchange as payment for the exchanged Units, to the extent attributable to such Exchange Assets, plus (y) the amount of payments made pursuant to this Agreement with respect to such Exchange, to the extent attributable to such Exchange Assets, plus (z) the amount of debt and other liabilities allocated to the Units acquired pursuant to such Exchange, to the extent attributable to such Exchange Assets; over (ii) the Corporation’s share of PIM’s basis for such Exchange Assets immediately after the Exchange, attributable to the Units exchanged, determined as if (x) PIM were to remain in existence as an entity for Tax purposes and (y) PIM had not made the election provided by Section 754 of the Code.

Exchange Assets. For purposes of this Agreement, as a result of an Exchange, PIM MNG (and each direct and indirect subsidiary of MNG that is treated as a partnership for U.S. federal income tax purposes) shall be entitled to a Basis Adjustment for each Exchange Asset with respect to the Corporation, the amount of which Basis Adjustment will be the excess, if any, excess (whether positive or negative) of (i) the sum of (x) the Market Value of the Class A Shares, cash or the amount of any other consideration transferred to the Applicable Member pursuant to the Exchange as payment for the exchanged Units, to the extent attributable to such Exchange Assets, plus (y) the amount of the payments to be made pursuant to this Agreement with respect to such Exchange, to the extent attributable to such Exchange Assets, plus and (z) the amount of debt and other liabilities allocated to the Units acquired pursuant to such Exchange, to the extent attributable to such Exchange Assets; over (ii) the Corporation’s share of PIMMNG’s (or such subsidiary partnership’s) basis for in such Exchange Assets immediately after the Exchange, attributable to the Units exchanged, determined as if (x) PIM were to remain MNG (or such subsidiary partnership) remained in existence as an entity for Tax purposes and (y) PIM MNG (or such subsidiary partnership) had not made the election provided by Section 754 of the Code.

Exchange Assets. For purposes of this Agreement, as a result of an Exchange, PIM AGH (and each direct and indirect subsidiary of AGH that is treated as a partnership for U.S. federal income tax purposes) shall be entitled to a Basis Adjustment for each Exchange Asset with respect to the Corporation, the amount of which Basis Adjustment will be the excess, if any, of (i) the sum of (x) the Market Value of the Class A Shares, cash or the amount of any other consideration transferred to the Applicable Member Principal pursuant to the Exchange as payment for the exchanged Units, to the extent attributable to such Exchange Assets, plus (y) the amount of payments made pursuant to this Agreement with respect to such Exchange, to the extent attributable to such Exchange Assets, plus (z) the amount of debt and other liabilities allocated to the Units acquired pursuant to such Exchange, to the extent attributable to such Exchange Assets; over (ii) the Corporation’s share of PIMAGH’s (or such subsidiary partnership’s) basis for such Exchange Assets immediately after the Exchange, attributable to the Units exchanged, determined as if (x) PIM AGH (or such subsidiary partnership) were to remain in existence as an entity for Tax purposes and (y) PIM AGH (or such subsidiary partnership) had not made the election provided by Section 754 of the Code.