Existing Basis definition

Existing Basis means (i) the Corporation’s proportionate share of the GoHealth Holdings Group’s tax basis in the Reference Assets (other than the Blocker Transferred Basis) held by the GoHealth Holdings Group at the time of the IPO that are amortizable under Section 197 of the Code and reported as amortizable on IRS Form 4562 for U.S. Federal income tax purposes (without taking into account Section 704(c) of the Code) corresponding to (A) the Units acquired by the Corporation in the Unit Purchase at the time of the IPO or (B) any Units acquired by the Corporation after the IPO (other than any Units acquired (or deemed acquired) by the Corporation in connection with a Redemption, Direct Exchange or other transaction treated as a direct purchase of Units by the Corporation from a Member pursuant to Section 707(a)(2)(B) of the Code) (such acquisition of Units, a “Subsequent Capital Contribution”) and (ii) any increase or decrease (if any) to such tax basis referred to in clause (i) under Section 732, 734(b), 743(b) or 1012 of the Code (or any similar provisions of state, local or foreign tax Law) as a result of the entry into this Agreement and any such Unit acquisition.
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Existing Basis means, with respect to a TRA Party, the share of Tax basis of the Reference Assets that is amortizable under Section 197 of the Code or that is otherwise reported as amortizable or depreciable on IRS Form 4562 for United States federal income Tax purposes attributable to the Common Units (or other membership interests) transferred or treated as transferred to the Corporate Taxpayer in an Exchange.
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Existing Basis means (i) the Corporation’s proportionate share of the GoHealth Holdings Group’s tax basis in the Reference Assets (other than the Blocker Transferred Basis) held by the GoHealth Holdings Group at the time of the IPO that are amortizable under Section 197 of the Code and reported as amortizable on IRS Form 4562 for U.S. Federal income tax purposes (without taking into account Section 704(c) of the Code) corresponding to (A) the Units acquired by the Corporation in the Unit Purchase at the time of the IPO or (B) any Units acquired by the Corporation after the IPO (other than any Units acquired (or deemed acquired) by the Corporation in connection with a Redemption, Direct Exchange or other transaction treated as a direct purchase of Units by the Corporation from a Member pursuant to Section 707(a)(2)(B) of the Code) (such acquisition of Units, a “Subsequent Capital Contribution”) and (ii) any increase or decrease (if any) to such tax basis referred to in c lause (i) under Section 732, 734(b), 743(b) or 1012 of the Code (or any similar provisions of state, local or foreign tax Law) as a result of the entry into this Agreement and any such Unit acquisition.
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Examples of Existing Basis in a sentence

  • Notwithstanding anything to the contrary herein, no TRA Party shall be entitled to any Tax Benefit Payments with respect to any Business Combination Existing Basis unless and until such TRA Party has Exchanged (in one or more Exchanges) Common Units equal to 5% of the Common Units held by such TRA Party immediately prior to the Business Combination (such Common Units with respect to each TRA Party, such TRA Party’s “Threshold Exchange Units”).

  • A TRA Party which has Exchanged at least the Threshold Exchange Units shall become entitled to receive (a) on the immediately succeeding Final Payment Date, the Tax Benefit Payments foregone as a result of the immediately preceding sentence, if any, and (b) on each subsequent Final Payment Date, the amount of Tax Benefit Payments (including with respect to Business Combination Existing Basis), if any, otherwise payable to such TRA Party on such Final Payment Date.


More Definitions of Existing Basis

Existing Basis means, with respect to any Reference Asset at any time, the tax basis that such asset would have had at such time if no Basis Adjustments had been made nor any basis adjustments described in the definition of “Blocker Attributes” existed.
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Related to Existing Basis

  • Existing Property means all property against which ad valorem property taxes were levied by a local unit for its concluding fiscal year, minus all property that is considered losses for purposes of ad valorem property tax levies of the local unit for the ensuing fiscal year.

  • Existing Equipment means any items of existing plant or equipment owned or controlled by either Pur- chaser or End-User upon which Supplier is required to perform Services.

  • Existing Note means a Note (as defined in the Existing Credit Agreement) that is issued and outstanding immediately prior to the effectiveness of this Agreement.

  • Existing Mortgage has the meaning specified in Section 5.02(a)(vi).

  • Existing grade means the grade before grading.

  • Existing Project is a Project that has achieved Commercial Operation on or prior to the Execution Date.

  • Existing Loan Agreement has the meaning set forth in the recitals to this Agreement.

  • Underlying Loan Agreement means, with respect to any Loan, the document or documents evidencing the commercial loan agreement or facility pursuant to which such Loan is made.

  • Existing bank means a bank or national banking association that is a party to a consolidation agreement and is engaged in the business of banking before the consolidation or merger provided for in the consolidation agreement.

  • Consolidated Secured Indebtedness means, as of any date of determination, Consolidated Total Debt that is secured by a Lien on any assets of Borrower and its Subsidiaries.

  • Existing Lenders as defined in the recitals hereto.

  • Mezzanine Loan Agreement means that certain Mezzanine Loan Agreement, dated as of the date hereof, between Mezzanine Borrower and Mezzanine Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

  • Loan Amount has the meaning specified in Section 7.06(b) of the Indenture.

  • Existing Credit Agreements has the meaning set forth in the recitals hereto.

  • existing vessel means a vessel that is not a new fishing vessel.

  • Existing Credit Agreement as defined in the recitals hereto.

  • Permitted Secured Indebtedness any Secured Indebtedness that:

  • Existing Mortgages means any mortgage, deed of trust or deed delivered pursuant to the Existing Credit Agreement including any amendments, modifications, restatements or assignments thereof.

  • Existing Facility means a facility in existence on any given date, newly constructed or altered.

  • Existing Title Policy means, the existing title insurance policy for the Property.

  • Prior Loan Agreement is defined in Recital A of this Agreement.

  • Existing Banks means each Person which was a Bank under, and as defined in, the Existing Credit Agreement.

  • Existing ABL Credit Agreement means that certain ABL credit agreement, dated as of April 19, 2013, among Petco Animal Supplies, Inc., the lenders party thereto, Bank of America, N.A., (as successor to Credit Suisse AG) as administrative agent, Xxxxx Fargo Bank, National Association, as collateral agent, and the subsidiaries of Petco Animal Supplies, Inc. from time to time party thereto, as amended by that certain First Amendment to the ABL Credit Agreement, dated as of November 21, 2014.

  • Term Loan Amount means with respect to any Term Loan Lender, the amount equal to its Term Loan Percentage of the aggregate principal amount outstanding under the Term Loan.

  • Consolidated Secured Debt Ratio as of any date of determination means, the ratio of (1) Consolidated Total Indebtedness of the Company and its Restricted Subsidiaries that is secured by Liens as of the end of the most recent fiscal quarter for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur to (2) the Company’s EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such event for which such calculation is being made shall occur, in each case with such pro forma adjustments to Consolidated Total Indebtedness and EBITDA as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of Fixed Charge Coverage Ratio.

  • Existing Debt means Debt of each Loan Party and its Subsidiaries outstanding immediately before the occurrence of the Effective Date.