Closing Date Basis definition

Closing Date Basis means, immediately prior to the Purchase, the adjusted Tax basis of any Reference Asset that is goodwill or any other intangible asset that is amortizable under Section 197 of the Code.

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Closing Date Basis means (i) the Tax basis immediately prior to the Mergers of any Reference Asset that is goodwill or any other intangible asset, (ii) any Tax basis resulting from any “start-up expenditures” (as defined in Section 195(c)(1) of the Code) incurred in connection with the Mergers and all associated transactions and (iii) any Basis Adjustments resulting from the Mergers; provided, however, that Closing Date Basis shall not include any basis increases generated under Section 743(b) of the Code in the Holdings LLC Merger that are attributable to assets of Nexeo LLC described in Section 197 of the Code unless, no later than 60 days after the end of the Parent Corporation’s fiscal year that includes the closing date of the Mergers, PWC delivers an opinion, at a more likely than not level and in a form reasonably satisfactory to the Parent Corporation, that the basis increases generated under Section 743(b) of the Code in the Holdings LLC Merger that are attributable to assets of Nexeo LLC described in Sections 167, 168, and 197 of the Code represent depreciable or amortizable, as applicable, basis to the Parent Corporation.

Closing Date Basis means the existing Tax basis in the Reference Assets (including under Sections 734(b), 743(b) and 754 of the Code, including for the avoidance of doubt, Section 1.743-1(h) of the Treasury Regulations and, in each case, the comparable sections of U.S. state and local tax law) determined as of immediately prior to the IPO, that is attributable to Units owned (directly or indirectly) by the Blocker as of immediately prior to the Reorganization Transactions and directly or indirectly acquired by the Corporation in connection with the Reorganization Transactions.

Examples of Closing Date Basis in a sentence

The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Corporation’s actual liability for Taxes for such Taxable Year (calculated using certain rules and assumptions, as set forth herein) that is attributable to the Basis Adjustments, the Blocker NOLs, the Closing Date Basis, Guaranteed Payments, and Imputed Interest, determined using a “with and without” methodology.
The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Corporation’s actual liability for Taxes for such Taxable Year that is attributable to the Basis Adjustments, the Blocker NOLs, the Closing Date Basis, and Imputed Interest, determined using a “with and without” methodology.
The Expert shall resolve any matter relating to the Closing Date Basis Recovery Letter or an amendment thereto, or the Early Termination Schedule or an amendment thereto within 30 calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment thereto within 15 calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been submitted to the Expert for resolution.
The Proposed Closing Date Basis Schedule shall be prepared in a manner and detail sufficient to permit the parties to make the computations and adjustments relating to the Tax Assets Schedule.
Within 90 days after the Closing (as defined in the Business Combination Agreement), OpCo shall deliver to PubCo and the Representative a written statement showing the Tax basis of the Reference Assets as of the date of the Business Combination (the “Proposed Closing Date Basis Schedule”).
The Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Corporation’s actual liability for Taxes for such Taxable Year that is attributable to the Basis Adjustments, the Closing Date Basis, and Imputed Interest, determined using a “with and without” methodology.
Within ninety (90) calendar days after the extended due date of the U.S. federal Corporation Return for the Taxable Year that includes the Closing Date, the Corporation shall deliver to the Agent and the Onex Representative a schedule (the “Closing Date Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, (i) the Closing Date Basis and (ii) the period (or periods) over which such Closing Date Basis is amortizable and/or depreciable.
In addition, the Closing Date Basis Recovery Letter shall be appropriately amended by the Committee and the Corporation to the extent that, as a result of a Determination, the Corporation is required to calculate its Tax liability in a manner inconsistent with the Closing Date Basis Recovery Letter.

More Definitions of Closing Date Basis

Closing Date Basis means the adjustment under Section 743(b) of the Code that Blocker Corp. has with respect to Holdings LLC as of immediately prior to the Blocker Corp. Share Sale.