Basis Adjustments Attributable to a Taxable Exchange Sample Clauses

Basis Adjustments Attributable to a Taxable Exchange. Edgen and Partnership hereby agree that as a result of each Taxable Exchange, Partnership shall recognize gain or loss for U.S. federal income Tax purposes on the Exchange Date under the Code in an amount equal to the difference of (i) the sum of (A) the fair market value of any shares of Class A Common Stock or other property (other than cash) received by Partnership in such Taxable Exchange, (B) any cash received by Partnership in such Taxable Exchange and (C) any amount required to be treated as an amount realized under Tax Law in such Taxable Exchange and (ii) Partnership’s tax basis in its interests in EDG LLC so exchanged. For purposes of this Agreement, Edgen and Partnership hereby agree that the fair market value of the Class A Common Stock received in a Taxable Exchange shall be the Purchase Price (as defined in the Exchange Agreement) that would have been payable in such Taxable Exchange if the Company had elected the Cash Payment Election (as defined in the Exchange Agreement) for such Taxable Exchange. Edgen and Partnership further agree for all purposes of this Agreement that Edgen’s share of the basis in the Exchange Assets shall be increased by the net positive Basis Adjustments immediately after each Taxable Exchange and immediately after any payment made by Edgen pursuant to this Agreement. Edgen and Partnership will treat Taxable Exchanges with EDG LLC as sales of units of EDG LLC to Edgen for all Tax purposes. Edgen and Partnership will treat Basis Adjustments occurring as a result of a Taxable Exchange as arising entirely on the Exchange Date unless there is a Determination to the contrary.
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Basis Adjustments Attributable to a Taxable Exchange. Pursuant to each Taxable Exchange, Holdings will exchange with HFF the portion of Holdings’ interests in the Opcos attributable to that portion of such Exchange Member’s interest in Holdings specified by such Exchange Member upon initiation of such Taxable Exchange in accordance with the Holdings Operating Agreement in exchange for Class A Common shares of HFF and Holdings will, at Holdings’ option, either (x) distribute such Class A Common Stock to the Exchange Member, or (y) sell such Class A Common Stock and distribute the sale proceeds to the Exchange Member, in either case in redemption of the specified portion of such Exchange Member’s membership interest in Holdings. HFF and Holdings hereby agree that Holdings shall recognize gain (or loss) for U.S. Federal income tax purposes on the Exchange Date under the Code in an amount equal to the excess of (i) the fair market value of the HFF shares received by Holdings in the Taxable Exchange over (ii) Holdings’ basis in its interests in the Opcos transferred to HFF pursuant to the Taxable Exchange. Any such gain (or loss) recognized by Holdings shall be allocated by Holdings to the Exchange Member who initiated the Taxable Exchange. For purposes of this Agreement, HFF and Holdings hereby agree that the fair market value of the HFF shares received in the Taxable Exchange shall be the closing trading price of such shares on the Exchange Date. HFF and Holdings further agree that, with respect to each Taxable Exchange, HFF’s share of the basis in the Exchange Assets shall be increased by the excess, if any, of (i) the fair market value of the HFF shares transferred to the Exchange Member pursuant to the Taxable Exchange over (ii) HFF’s proportionate share of the basis of the Exchange Assets immediately after the Taxable Exchange attributable to the interests in the Opcos exchanged. HFF and the Exchange Members, pursuant to the Holdings Operating Agreement, will treat such gain and basis Adjustments as occurring entirely on the Exchange Date unless there is a Determination to the contrary.
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Basis Adjustments Attributable to a Taxable Exchange. Pursuant to each Taxable Exchange, Holdings will exchange with HFF the portion of Holdings’ interests in the Opcos attributable to that portion of such Exchange Member’s interest in Holdings specified by such Exchange Member upon initiation of such Taxable Exchange in accordance with the Holdings Operating Agreement in exchange for Class A Common shares of HFF and Holdings will, at Holdings’ option, either (x) distribute such Class A Common Stock to the Exchange Member, or (y) sell such Class A Common Stock and distribute the sale proceeds to the
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Related to Basis Adjustments Attributable to a Taxable Exchange

  • Basis Adjustments To the extent an adjustment to the tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Regulations.

  • Basis Adjustment Within 120 calendar days after the filing of the U.S. federal income tax return of the Corporate Taxpayer for each Taxable Year in which any Exchange has been effected by any Member, the Corporate Taxpayer shall deliver to such Member a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail necessary to perform the calculations required by this Agreement, including with respect to each Exchanging party, (i) the Non-Stepped Up Tax Basis of the Reference Assets as of each applicable Exchange Date, (ii) the Basis Adjustments with respect to the Reference Assets as a result of the Exchanges effected in such Taxable Year, calculated (x) in the aggregate, (y) solely with respect to Exchanges by such Member and (z) in the case of a Basis Adjustment under Section 734(b) of the Code solely with respect to the amount that is available to the Corporate Taxpayer in such Taxable Year, (iii) the period (or periods) over which the Reference Assets are amortizable and/or depreciable and (iv) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable.

  • Special Basis Adjustments In connection with any assignment or transfer of a Partnership interest permitted by the terms of this Agreement, the General Partner may cause the Partnership, on behalf of the Partners and at the time and in the manner provided in Treasury Regulations Section 1.754-1(b), to make an election to adjust the basis of the Partnership’s property in the manner provided in Sections 734(b) and 743(b) of the Code. ARTICLE VII CAPITAL COMMITMENT INTERESTS; CAPITAL CONTRIBUTIONS; ALLOCATIONS; DISTRIBUTIONS

  • De Minimis Adjustments No adjustment in the number of shares of Common Stock purchasable hereunder shall be required unless such adjustment would require an increase or decrease of at least one share of Common Stock purchasable upon an exercise of each Warrant and no adjustment in the Exercise Price shall be required unless such adjustment would require an increase or decrease of at least $0.01 in the Exercise Price; provided, however, that any adjustments which by reason of this Section 3.7 are not required to be made shall be carried forward and taken into account in any subsequent adjustment. All calculations shall be made to the nearest full share or nearest one hundredth of a dollar, as applicable.

  • Allocation of Straddle Period Taxes In the case of any Straddle Period:

  • Tax Benefit Schedule Within one hundred fifty (150) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for any Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporation shall provide to the Members a schedule showing, in reasonable detail, the calculation of the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year (a “Tax Benefit Schedule”). The Tax Benefit Schedule will become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a), and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(b).

  • Tax Benefit Payments Section 3.1 Payments 12 Section 3.2 No Duplicative Payments 13

  • Calculation of Sale Gain or Loss For Shared-Loss Loans that are not Restructured Loans, gain or loss on the sales under Section 4.1 or Section 4.2 will be calculated as the sale price received by the Assuming Institution less the unpaid principal balance of the remaining Shared-Loss Loans. For any Restructured Loan included in the sale gain or loss on sale will be calculated as (a) the sale price received by the Assuming Institution less (b) the net present value of estimated cash flows on the Restructured Loan that was used in the calculation of the related Restructuring Loss plus (c) Loan principal payments collected by the Assuming Institution from the date the Loan was restructured to the date of sale. (See Exhibits 2d(1)-(2) for example calculations).

  • Straddle Period Tax Allocation The Company will, unless prohibited by applicable law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

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