Common use of Specified Assets Clause in Contracts

Specified Assets. For purposes of this Agreement, as a result of an Exchange, Holdings shall be deemed to be entitled to a Basis Adjustment for each Specified Asset with respect to the Corporation, the amount of which Basis Adjustment shall be the excess, if any, of (i) the sum of (x) the Amount Realized by the Exchanging Member in the Exchange, to the extent attributable to such Specified Asset, plus (y) the amount of payments made pursuant to this Agreement with respect to such Exchange, to the extent attributable to such Specified Asset, over (ii) the Corporation’s share of Holdings’s Tax basis for such Specified Asset immediately after the Exchange, attributable to the Units Exchanged, determined as if (x) Holdings remains in existence as an entity for tax purposes, and (y) Holdings had not made the election provided by Section 754 of the Code. For the avoidance of doubt, the Corporation’s share of Holdings’s Tax basis for such Specified Asset that is attributable to the Units Exchanged shall be considered to be an amount of the Tax basis of the Specified Asset, without regard to any Basis Adjustment, proportionate to the ratio that the number of Units Exchanged bears to the number of outstanding Units immediately prior to such Exchange. For purposes of this Agreement, in computing the effect of the Basis Adjustment on the Tax liability of the Corporation: 1. the actual basis adjustment to each Specified Asset under Section 732 or Section 743(b) of the Code shall be recovered by the Corporation in accordance with its actual recovery for purposes of the applicable Tax; and 2. the portion of the Basis Adjustment for each Specified Asset described in this Section 2.01(b) that exceeds the actual basis adjustment to such Specified Asset under Section 732 or Section 743(b) of the Code shall be deemed to be amortized by the Corporation on a straight line basis over the 13 years following the Exchange.

Specified Assets. For purposes of this Agreement, as a result of an Exchange, Holdings DPA shall be deemed to be entitled to a Basis Adjustment for each Specified Asset with respect to the Corporation, the amount of which Basis Adjustment shall be the excess, if any, of (i) the sum of (x) the Amount Realized by the Exchanging Member in the Exchange, to the extent attributable to such Specified Asset, plus (y) the amount of payments made pursuant to this Agreement with respect to such Exchange, to the extent attributable to such Specified Asset, over (ii) the Corporation’s share of HoldingsDPA’s Tax basis for such Specified Asset immediately after the Exchange, attributable to the Units Exchanged, determined as if (x) Holdings DPA remains in existence as an entity for tax purposes, and (y) Holdings DPA had not made the election provided by Section 754 of the Code. For the avoidance of doubt, the Corporation’s share of HoldingsDPA’s Tax basis for such Specified Asset that is attributable to the Units Exchanged shall be considered to be an amount of the Tax basis of the Specified Asset, without regard to any Basis Adjustment, proportionate to the ratio that the number of Units Exchanged bears to the number of outstanding Units immediately prior to such Exchange. For purposes of this Agreement, in computing the effect of the Basis Adjustment on the Tax liability of the Corporation: 1. the actual basis adjustment to each Specified Asset under Section 732 or Section 743(b) of the Code shall be recovered by the Corporation in accordance with its actual recovery for purposes of the applicable Tax; and 2. the portion of the Basis Adjustment for each Specified Asset described in this Section 2.01(b) that exceeds the actual basis adjustment to such Specified Asset under Section 732 or Section 743(b) of the Code shall be deemed to be amortized by the Corporation on a straight line basis over the 13 years following the Exchange.