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.

  • 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.

  • 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, Original Basis Adjustment, and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of state, local and non-U.S. tax law, 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, Original Basis Adjustment, 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 basis of a Reference Asset for Income Tax purposes under Section 1012, 754, 732, 734(b), and/or 743(b) of the Code, as a result of an Exchange or a payment made pursuant to this Agreement (to the extent permitted by applicable law).

  • Spread Adjustment means 100 basis points.

  • True-Up Adjustment means any 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 1.9.3.

  • 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 has the meaning set forth in Section 2.4(c).

  • Financing Costs Adjustment Date means each of the following days:

  • 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).

  • 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 or “COLA” means a percentage-based general wage increase adjustment provided in accordance with this memorandum of agreement. COLA is an upward adjustment applied to and folded into all wage rates. The "annualized average of BC CPI over twelve months” (AABC CPI) means the Latest 12-month Average Index % Change reported by BC Stats in March for British Columbia for the twelve months starting at the beginning of March in the preceding year and concluding at the end of the following February. The “Latest 12-month Average Index”, as defined by BC Stats, is a 12-month moving average of the BC consumer price indexes of the most recent 12 months. This figure is calculated by averaging index levels over the applicable 12 months. The Latest 12-month Average Index % Change is reported publicly by BC Stats in the monthly BC Stats Consumer Price Index Highlights report. The BC Stats Consumer Price Index Highlights report released in mid-March will contain the applicable figure for the 12 months concluding at the end of February. The percentage change reported by BC Stats that will form the basis for determining any COLA increase is calculated to one decimal point. For reference purposes only, the annualized average of BC CPI over 12 months from March 1, 2021 to February 28, 2022 was 3.4%.

  • 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.

  • XXXXX Adjustment means, with respect to XXXXX, 0.0326% per annum.

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

  • 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 2.5(a).

  • Open Market Adjustment Amount shall have the meaning specified in Section 2(I).

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • SOFR Adjustment Date means the second U.S. Government Securities Business Day before the first day of such Interest Period.

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.