Original Basis Adjustment definition

Original Basis Adjustment means (i) the adjustment to the tax basis of the Original Assets as a result of the transactions pursuant to the Unit Purchase Agreement among Gorilla Acquisition LLC, Desert Newco, and The Go Daddy Group, Inc. dated as of July 1, 2011 and (ii) any subsequent adjustment in the tax basis of an Original Asset determined, in whole or in part, by reference to any prior Original Basis Adjustment.
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Original Basis Adjustment means (i) the adjustment to the tax basis of the Original Assets as a result of the transactions pursuant to the Stock Purchase Agreement among Janus Holdco LLC, Janus ESOP Holdings, Inc., Janus ESOP Holdings Inc. Employee Stock Ownership Trust, Shareholder Representative Services LLC, and DC Capital Partners Fund II, L.P., dated as of November 20, 2017 and (ii) the adjustment to the tax basis of the Original Assets as a result of the transactions pursuant to the Stock Purchase Agreement by and among Comprehensive Health Holdings, Inc., Comprehensive Health Services, Inc., Gladiator OpCo, LLC, Sallyport Logistics & Security LLC, and Xxxxxxx X. Xxxx, Xx., dated March 22, 2018 and, (iii) any subsequent adjustment in the tax basis of an Original Asset determined, in whole or in part, by reference to any prior Original Basis Adjustment.
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Examples of Original Basis Adjustment in a sentence

  • For purposes of calculating the Realized Tax Benefit or Realized Tax Detriment for any period, carryovers or carrybacks of any Tax item attributable to the Basis Adjustments, Pre-IPO NOLs, Original Basis Adjustment, Remedial Allocations and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations, as applicable, governing the use, limitation and expiration of carryovers or carrybacks of the relevant type.

  • If a carryover or carryback of any Tax item includes a portion that is attributable to the Basis Adjustment, Pre-IPO NOLs, Original Basis Adjustment, Remedial Allocations or Imputed Interest and another portion that is not, such respective portions shall be considered to be used in accordance with the “with and without” methodology.

Related to Original Basis Adjustment

  • Basis Adjustment means the adjustment to the tax basis of an Original Asset under Sections 743(b) and 754 of the Code and comparable sections of state and local tax laws (as calculated under Section 2.01 of this Agreement) as a result of an Exchange and the payments made pursuant to this Agreement.

  • True-Up Adjustment means any Semi-Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

  • Tax Benefit Schedule is defined in Section 2.02 of this Agreement.

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Post-Closing Adjustment Amount has the meaning set forth in Section 2.04(c).

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Exchange Basis Schedule is defined in Section 2.02 of this Agreement.

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

  • Allocated Loss Adjustment Expenses or “ALAE” means all court costs and court expenses; pre- and post-judgement interest; fees for service of process; attorneys’ fees; cost of undercover operative and detective services, costs of employing experts; costs for legal transcripts; costs for copies of any public records; costs of depositions and court-reported or recorded statements; costs and expenses of subrogation; and any similar fee, cost or expense reasonably chargeable to the investigation, negotiation, settlement or defense of a loss or a claim or suit against you, or to the protection and perfection of your or our subrogation rights.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Net Loss means, for each fiscal year or other applicable period, an amount equal to the Partnership’s taxable income or loss for such year or period as determined for federal income tax purposes by the General Partner, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), adjusted as follows:

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

  • Term SOFR Adjustment means a percentage equal to 0.10% per annum.

  • Cost of Living Adjustment means the percentage (if any) by which the Consumer Price Index for the month of October preceding the adjustment ex- ceeds the Consumer Price Index for the month of October one year before the month of October preceding date of the adjustment.

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Fee Basis Amount As of any date of determination, the sum of (a) the Collateral Principal Amount, (b) the Aggregate Principal Balance of all Defaulted Obligations and (c) the aggregate amount of all Principal Financed Accrued Interest.

  • SOFR Adjustment means 0.10% (10 basis points).

  • Incremental Income Taxes is defined in Section 6.9.

  • Incremental income tax means the total amount withheld

  • Cumulative Net Losses means, as of any date of determination, the aggregate cumulative principal amount of all Receivables that have become Liquidated Receivables since the Initial Cutoff Date, net of all Net Liquidation Proceeds and Recoveries with respect to such Receivables as of last day of the most recently ended Collection Period.

  • Interest Adjustment Date With respect to a Mortgage Loan, the date, if any, specified in the related Mortgage Note on which the Mortgage Interest Rate is subject to adjustment.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Net Tax Benefit has the meaning set forth in Section 3.1(b) of this Agreement.

  • Net Working Capital Adjustment Amount means an amount, which may be a positive or negative number, equal to the Net Working Capital as of the Effective Time minus the Net Working Capital Threshold.