Exchange Basis Schedule. Within 180 calendar days after the filing of the U.S. federal income tax return of the Corporation for each Taxable Year in which any Exchange has been effected, the Corporation shall deliver to the Applicable Partner a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail, for purposes of Taxes, (i) the actual unadjusted tax basis of the Adjusted Assets as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Adjusted Assets as a result of the Exchanges effected in such Taxable Year and all prior Taxable Years, calculated (a) in the aggregate and (b) solely with respect to Exchanges by the Applicable Partner, (iii) the period or periods, if any, over which the Adjusted Assets are amortizable and/or depreciable and (iv) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable (which, for non-amortizable assets shall be based on the Valuation Assumptions).
Exchange Basis Schedule. Within 90 calendar days after the filing of the U.S. federal income APO Corp. Return for each Taxable Year in which any Exchange has been effected, APO Corp. shall deliver to the applicable Holder a schedule (the “Exchange Basis Schedule”), (i) the actual unadjusted tax basis of the Original Assets as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Original Assets as a result of the Exchanges effected in such Taxable Year, calculated in the aggregate, (iii) the period or periods, if any, over which the Original Assets are amortizable and/or depreciable and (iv) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable (which, for non-amortizable assets shall be based on the Valuation Assumptions).
Exchange Basis Schedule. Within 120 days after the filing of the U.S. federal income Tax Return of the Corporation for each Taxable Year in which any Exchange has occurred, the Corporation shall deliver to the TRA Representative a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail, (w) the actual common tax basis of the Adjusted Assets as of each Exchange Date, (x) the Basis Adjustment with respect to the Adjusted Assets as a result of the Exchanges effected in such Taxable Year and all prior Taxable Years ending after the date of this Agreement, calculated (1) in the aggregate and (2) with respect to Exchanges by each TRA Holder, (y) the period or periods, if any, over which the common tax basis of the Adjusted Assets are amortizable and/or depreciable, and (z) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable. The calculations required by this Agreement shall be made in accordance with the Exchange Basis Schedule. If any calculation is required to be made before the Exchange Basis Schedule is agreed upon, reasonable estimates shall be used.
Exchange Basis Schedule. Within 60 calendar days after the filing of the U.S. federal income Corporation Return for each Taxable Year, UCP, Inc. shall deliver to PICO a schedule (the “Exchange Basis Schedule”) that shows in reasonable detail (i) the Non-Stepped Up Tax Basis of the Exchange Assets as of each applicable Exchange Date, (ii) the Basis Adjustment Amount with respect to the Exchanges effected in such Taxable Year, calculated in the aggregate, (iii) the period or periods, if any, over which the Exchange Assets are amortizable and/or depreciable and (iv) the period or periods, if any, over which each Basis Adjustment Amount is amortizable and/or depreciable (which, for non-amortizable assets, shall be based on the Valuation Assumptions).
Exchange Basis Schedule. Within 45 calendar days after the filing of the U.S. federal income Tax Return of the Corporation for each Taxable Year, the Corporation shall deliver to each Principal a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail, for purposes of federal income Taxes, (a) the actual unadjusted Tax basis of the Exchange Assets as of each applicable Exchange Date, (b) the Basis Adjustment with respect to the Exchange Assets as a result of the Exchanges effected in such Taxable Year, calculated in the aggregate, (c) the period or periods, if any, over which the Exchange Assets are amortizable and/or depreciable and (d) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable (which, for non-amortizable assets, shall be based on the Valuation Assumptions). The parties expect that substantially all of the Basis Adjustment with respect to the Exchange Assets will relate to goodwill and/or going concern value, which adjustment will be amortized over 15 years for U.S. federal income tax purposes.
Exchange Basis Schedule. Within 45 calendar days after the filing of the United States federal income tax return of the Corporation for each Taxable Year, the Corporation shall deliver to each Exchanging Member a schedule (an “Exchange Basis Schedule”) that shows, in reasonable detail, for purposes of Taxes, (i) the actual unadjusted Tax basis of the Specified Assets as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Specified Assets as a result of the Exchanges effected in such Taxable Year, calculated in the aggregate, (iii) the Tax basis in the IPO Date Intangible Assets as a result of the Exchanges effected in such Taxable Year, as provided in Section 2.01(a), (iv) the period or periods, if any, over which the Specified Assets and the IPO Date Intangible Assets are amortizable and/or depreciable and (v) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable (which, for non-amortizable assets shall be based on the Valuation Assumptions).
Exchange Basis Schedule. Within 45 calendar days after the filing of the U.S. federal income tax return of the Corporation for each Taxable Year in which any Exchange has been effected, the Corporation shall deliver to the applicable Partner a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail, for purposes of Taxes, (i) the actual unadjusted tax basis of the Original Assets as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Original Assets as a result of the Exchanges effected in such Taxable Year, calculated in the aggregate, (iii) the period or periods, if any, over which the Original Assets are amortizable and/or depreciable and (iv) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable (which, for non-amortizable assets shall be based on the Valuation Assumptions).
Exchange Basis Schedule. Within 120 calendar days after the end of a Covered Taxable Year in which any Taxable Exchange has been effected, the Ltd Exchanging Subsidiaries shall deliver to LFCM a schedule (the “Exchange Basis Schedule”) approved by the Audit Committee that shows, in reasonable detail, for purposes of Covered Taxes, (i) the actual tax basis as of the first applicable Exchange Date in such Covered Taxable Year of the Exchange Assets, (ii) the Basis Adjustment with respect to the Exchange Assets as a result of the Taxable Exchanges effected in such Covered Taxable Year, calculated in the aggregate, and (iii) the period or periods, if any, over which the Exchange Assets are amortizable or depreciable. At the time the Ltd Exchanging Subsidiaries deliver the Exchange Basis Schedule to LFCM, they shall (x) deliver to LFCM schedules and work papers providing reasonable detail regarding the preparation of the Exchange Basis Schedule and an Advisory Firm Letter supporting such Exchange Basis Schedule and (y) allow LFCM reasonable access to the appropriate representatives at Lazard and its Subsidiaries, Lazard Group and the Advisory Firm in connection with its review of such schedule. The Exchange Basis Schedule shall become final and binding on the parties unless LFCM, within 30 calendar days after receiving such Exchange Basis Schedule, provides the Ltd Exchanging Subsidiaries with notice of a material objection to such Exchange Basis Schedule made in good faith. If the parties, negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 60 calendar days after such Exchange Basis Schedule was delivered to LFCM, the Ltd Exchanging Subsidiaries and LFCM shall employ the Reconciliation Procedures.
Exchange Basis Schedule. Within 90 calendar days after the filing of the U.S. federal income tax return of each of the Corporate Holdco for each Taxable Year in which any Exchange has been effected, each of the Corporate Holdcos shall deliver to the applicable Holdings Limited Partner a schedule (the “Exchange Basis Schedule”) that shows for purposes of Taxes, (i) the actual unadjusted tax basis of the Exchange Date Assets as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Exchange Date Assets as a result of the Exchanges effected in such Taxable Year, calculated in the aggregate, (iii) the period or periods, if any, over which the Exchange Date Assets are amortizable and/or depreciable and (iv) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable (which, for non-amortizable assets shall be based on the Valuation Assumptions).
Exchange Basis Schedule. Within the earlier of (i) 180 calendar days after the end of a Covered Taxable Year in which any Taxable Exchange has been effected or (ii) 30 calendar days after filing the Federal Income Tax Return of Edgen for a Covered Taxable Year in which any Taxable Exchange has been effected, Edgen shall deliver to Partnership a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail, for Federal Income Tax purposes, (i) the tax basis of the Exchange Assets immediately prior to each Taxable Exchange attributable to Partnership’s interests of EDG LLC exchanged, (ii) the Basis Adjustments with respect to the Exchange Assets as a result of each Taxable Exchange effected in such Covered Taxable Year, and (iii) the period or periods, if any, over which the Exchange Assets attributable to each Taxable Exchange are amortizable or depreciable. If the Advisory Firm determines that it is professionally responsible to engage a valuation or other expert to assist them in preparing the Exchange Basis Schedule, it may do so. At the time Edgen delivers the Exchange Basis Schedule to Partnership, it shall (x) deliver to Partnership work papers providing reasonable detail regarding the preparation of the Exchange Basis Schedule and an Advisory Firm Letter supporting such Exchange Basis Schedule and (y) allow Partnership reasonable access to the appropriate representatives at Edgen and its Subsidiaries, EDG LLC, and the Advisory Firm in connection with its review of such schedule. The Exchange Basis Schedule shall become final and binding on the parties unless Partnership, within 30 calendar days after receiving such Exchange Basis Schedule, provides Edgen with notice of an objection or objections to such Exchange Basis Schedule made in good faith. If Edgen and Partnership, after negotiating in good faith, are unable to resolve the issues raised in such notice within 60 calendar days after delivery of such Exchange Basis Schedule, Edgen and Partnership shall employ the Reconciliation Procedures.
