Common use of Exchange Basis Schedule Clause in Contracts

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.