IPO Date Asset definition

IPO Date Asset means an asset that was held by EBS, or by any of its direct or indirect subsidiaries treated as a partnership or disregarded entity for purposes of the applicable Tax, immediately prior to the IPO Date (“IPO Date Asset”). An IPO Date Asset also includes any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to an IPO Date Asset.
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Examples of IPO Date Asset in a sentence

  • The Expert shall resolve any matter relating to the IPO Date Asset Disclosure 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 IPO Date Asset Disclosure Letter shall be appropriately amended by the ITR Entity and the Corporate Taxpayer to the extent that, as a result of a Determination the Corporate Taxpayer is required to calculate its Tax liability in a manner inconsistent with the IPO Date Asset Disclosure Letter.

  • As promptly as practicable, the ITR Entity and the Corporate Taxpayer shall agree on a replacement IPO Date Asset Disclosure Letter that reflects any adjustments necessary as a result of the IPO.

  • The calculations required by this Agreement, shall be made in accordance with the IPO Date Asset Schedule.

  • If any calculation is required to be made before the IPO Date Asset Schedule is agreed upon, reasonable estimates shall be used.

  • Each IPO Date Asset Schedule, Exchange Basis Schedule, or Tax Benefit Schedule, including any Amended Schedule delivered pursuant to Section 1.03(c), shall become final and binding on all parties unless the TRA Representative, within 30 days after receiving an IPO Date Asset Schedule, an Exchange Basis Schedule, or a Tax Benefit Schedule, provides the Corporation with notice of a material objection to such schedule made in good faith (an “Objection Notice”).

  • The IPO Date Asset Disclosure Letter shall be appropriately amended by the ITR Entity and the Corporate Taxpayer to the extent that, as a result of a Determination, the Corporate Taxpayer is required to calculate its Tax liability in a manner inconsistent with the IPO Date Asset Disclosure Letter.

  • Within 120 days after the IPO, the TRA Representative and the Corporation shall agree on a replacement IPO Date Asset Schedule that reflects any adjustments necessary as a result of the IPO.

  • Within 120 days after the IPO, the Corporation shall deliver to the TRA Representative and the Blocked TRA Holders a schedule setting forth in reasonable detail the information described on the schedule attached as Annex A with respect to the Blockers (each schedule, including any replacement to each such schedule agreed between the Corporation and the TRA Representative, an “ IPO Date Asset Schedule”).

  • Within 120 days after the filing of the U.S. federal income Tax Return of the Corporation for the Taxable Year in which the Reorganization and the IPO occurred, the Corporation shall deliver to the TRA Representative and the Blocked TRA Holder the finalized IPO Date Asset Schedule, as determined in accordance with Section 1.03(b) (the “Finalized IPO Date Asset Schedule”).

Related to IPO Date Asset

  • Closing Date Cash has the meaning specified in Section 3.4(a).

  • Class A-PO Deferred Amount For any Distribution Date prior to the Subordination Depletion Date, the difference between (A) the sum of (x) the amount by which the sum of the Class A-PO Optimal Principal Amounts for all prior Distribution Dates exceeded the amounts distributed on the Class A-PO Certificates on such prior Distribution Dates pursuant to Paragraph third clause (2) of Section 4.01(a) and (y) the sum of the product for each Discount Mortgage Loan which became a Liquidated Loan at any time on or prior to the last day of the Applicable Unscheduled Principal Receipt Period for Full Unscheduled Principal Receipts for the current Distribution Date of (a) the PO Fraction for such Discount Mortgage Loan and (b) an amount equal to the principal portion of Realized Losses (other than Bankruptcy Losses due to Debt Service Reductions) incurred with respect to such Discount Mortgage Loan and (B) the sum of (x) the sum of the Class A-PO Recoveries for such Distribution Date and prior Distribution Dates and (y) amounts distributed on the Class A-PO Certificates on prior Distribution Dates pursuant to Paragraph fourth of Section 4.01(a). On and after the Subordination Depletion Date, the Class A-PO Deferred Amount will be zero. No interest will accrue on any Class A-PO Deferred Amount.

  • Closing Date Certificate means a Closing Date Certificate substantially in the form of Exhibit F-1.

  • Class PO Deferred Amount As to any Distribution Date, the aggregate of the applicable PO Percentage of each Realized Loss, other than any Excess Loss, to be allocated to the Class PO Certificates on such Distribution Date on or prior to the Senior Credit Support Depletion Date or previously allocated to the Class PO Certificates and not yet paid to the Holders of the Class PO Certificates.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

  • Collateral Invested Amount means, when used with respect to any date, an amount equal to (a) the Collateral Initial Invested Amount, minus (b) the aggregate amount of principal payments made to the Collateral Interest Holder prior to such date, minus (c) the aggregate amount of Collateral Charge-Offs for all prior Distribution Dates pursuant to subsection 4.06(c), minus (d) the aggregate amount of Reallocated Principal Collections allocated on all prior Distribution Dates pursuant to Section 4.08 allocable to the Collateral Invested Amount, minus (e) an amount equal to the amount by which the Collateral Invested Amount has been reduced on all prior Distribution Dates pursuant to subsections 4.06(a) and (b), and plus (f) the amount allocated and available on all prior Distribution Dates pursuant to subsection 4.07(i), for the purpose of reimbursing amounts deducted pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the Collateral Invested Amount may not be reduced below zero.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Closing Date Acquisition shall have the meaning assigned to such term in the recitals hereto.

  • Payment Date Certificate has the meaning set forth in Section 8.03(a) of the Indenture.

  • Cut-off Date Pool Principal Balance The aggregate Stated Principal Balances of all Mortgage Loans as of the Cut-off Date.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Class A Principal Distributable Amount means, for any Distribution Date: (A) during the Revolving Period, zero; and (B) during the Amortization Period, an amount equal to the lesser of: (i) Available Funds remaining after payment of the amounts set forth in clauses (i) through (iv) of Section 5.08(a) hereto and (ii) the Class A Note Balance; provided, however, on the Class A Stated Final Maturity Date, the Class A Principal Distributable Amount will equal the Class A Note Balance.

  • Cut-off Date Balance With respect to any Mortgage Loan or Serviced Companion Loan, the outstanding principal balance of such Mortgage Loan or Serviced Companion Loan, as applicable, as of the Cut-Off Date, after application of all payments of principal due on or before such date, whether or not received.

  • Asset Pool 1 Supplement means the Asset Pool 1 Supplement dated as of October 9, 2002, by and between the Issuer and the Indenture Trustee, as amended and supplemented from time to time.

  • Class A-3 Final Scheduled Distribution Date means the Distribution Date.

  • Cut-off Date Principal Balance As to any Mortgage Loan, the Stated Principal Balance thereof as of the close of business on the Cut-off Date.

  • Cut-Off Date Aggregate Principal Balance The aggregate of the Cut-Off Date Principal Balances of the Mortgage Loans is as set forth in Section 11.03.

  • Cut-off Date Pool Balance The aggregate Cut-off Date Principal Balance of all the Original Mortgage Loans.

  • Class A-2 Final Scheduled Distribution Date means the Distribution Date.

  • Collateral Monthly Interest means the monthly interest distributable in respect of the Collateral Interest as calculated in accordance with subsection 4.06(c).

  • Noteholders' Monthly Principal Distributable Amount means, with respect to any Distribution Date, the Noteholders' Percentage of the Principal Distributable Amount.

  • Note Principal Distributable Amount means, with respect to any Payment Date, the sum of (i) the Note Monthly Principal Distributable Amount, (ii) any outstanding Note Principal Carryover Shortfall as of the close of the immediately preceding Payment Date and, (iii) on the Final Payment Date for a Class of Notes or the Payment Date as of which all of the Receivables are to be purchased pursuant to Section 8.01, the amount necessary (after giving effect to all amounts allocable to principal required to be deposited in the Note Distribution Account on such Payment Date) to reduce the Outstanding Amount of each related Class of Notes to zero; provided, however, that the Note Principal Distributable Amount with respect to a Class of Notes shall not exceed the Outstanding Amount of such Class of Notes.

  • Cut-off Date Pool Principal Balance: $557,457,043.24

  • Closing Date Term Loan has the meaning set forth in Section 2.4(a).

  • Class A-3 Final Distribution Date means the July 2029 Distribution Date.