Common use of Exchange Assets Clause in Contracts

Exchange Assets. For purposes of this Agreement, as a result of an Exchange, the Company will be entitled to a Basis Adjustment with respect to each Exchange Asset held by Silvercrest LP (and each direct and indirect Subsidiary of Silvercrest LP that is treated as a partnership for U.S. federal income tax purposes), the amount of which Basis Adjustment will generally be determined as the 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 Limited Partner pursuant to the Exchange as payment for the exchanged Class B Units, to the extent attributable to such Exchange Assets, (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, and (z) the amount of debt and other liabilities allocated to the Class B Units acquired pursuant to such Exchange, to the extent attributable to such Exchange Assets; over (ii) the Company’s share of Silvercrest LP’s (or such subsidiary partnership’s) basis in such Exchange Assets immediately after the Exchange, attributable to the Class B Units exchanged, determined as if (x) Silvercrest LP (or such subsidiary partnership) remained in existence as an entity for Tax purposes and (y) Silvercrest LP (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, the Company will be entitled to a Basis Adjustment with respect to each Exchange Asset held by Silvercrest LP Operating Subsidiaries (and each any direct and indirect Subsidiary subsidiary of Silvercrest LP the Operating Subsidiaries 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 generally be determined as the excess (whether positive or negative) of excess, if any, of: (i) the sum of (xA) the Market Value of the Class A Shares, cash or the amount of any other consideration transferred to the Applicable Limited Partner Principal pursuant to the Exchange as payment for the exchanged Class B Exchanged Operating Subsidiaries Group Units, to the extent attributable to such Exchange Assets, plus (yB) 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, and plus (zC) the amount of debt and other liabilities allocated to the Class B Operating Subsidiaries Group Units acquired pursuant to such Exchange, to the extent attributable to such Exchange Assets; over (ii) the CompanyCorporation’s share of Silvercrest LP’s the Operating Subsidiaries’ (or such subsidiary partnership’s) basis in for such Exchange Assets immediately after the Exchange, attributable to the Class B Operating Subsidiaries Group Units exchanged, determined as if (xA) Silvercrest LP the Operating Subsidiaries (or such subsidiary partnership) remained were to remain in existence as an entity for Tax purposes purposes, and (yB) Silvercrest LP the Operating Subsidiaries (or such subsidiary partnership) had not made the election provided by Section 754 of the Code.