Common use of Basis Schedules Clause in Contracts

Basis Schedules. Within one hundred twenty (120) days after the filing of the U.S. federal income Tax Return of the Corporation for each relevant Taxable Year, the Corporation shall deliver to the TRA Holder Representative a schedule developed in consultation with the Advisory Firm (the “Basis Schedule”) that shows, in reasonable detail as necessary in order to understand the calculations performed under this Agreement: (a) the Basis Adjustments with respect to the Reference Assets as a result of the relevant Exchanges effected in such Taxable Year, (b) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable, and (c) the Non-Adjusted Tax Basis with respect to the Reference Assets described in clause (a) as of each relevant Exchange. The Basis 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).

Appears in 2 contracts

Samples: Tax Receivable Agreement (FAST Acquisition Corp. II), Tax Receivable Agreement (Falcon's Beyond Global, Inc.)

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Basis Schedules. Within one hundred twenty ninety (12090) calendar days after the filing of the U.S. federal income Tax Return of the Corporation for each relevant Taxable Year, the Corporation shall deliver to the TRA Holder Mainsail Representative and the Just Rocks Representative a schedule developed in consultation with the Advisory Firm (the “Basis Schedule”) that showsshowing, in reasonable detail as necessary in order to understand and as necessary to perform the calculations performed under required by this Agreement: , (a) the Non-Adjusted Tax Basis of the Reference Assets as of each applicable Exchange Date, (b) the Basis Adjustments with respect to the Reference Assets as a result of the relevant Exchanges effected in for such Taxable Year, (bc) the periods over which the Reference Assets are amortizable or depreciable and (d) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciableor depreciable (such schedule, and (c) the Non-Adjusted Tax a “Basis with respect to the Reference Assets described in clause (a) as of each relevant ExchangeSchedule”). The A Basis 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(b2.4(a).

Appears in 2 contracts

Samples: Tax Receivable Agreement (Brilliant Earth Group, Inc.), Tax Receivable Agreement (Brilliant Earth Group, Inc.)

Basis Schedules. Within one hundred twenty (120) 90 calendar days after the filing of the U.S. federal Federal income Tax Return of the Corporation for each relevant Taxable Year, the Corporation shall deliver to the TRA Holder Representative Members a schedule developed in consultation with the Advisory Firm (the “Basis Schedule”) that showsshowing, in reasonable detail as necessary in order to understand perform the calculations performed under required by this Agreement: , (a) the Non-Adjusted Tax Basis Adjustments with respect to of the Reference Assets as a result of the relevant Exchanges effected in such Taxable Yeareach applicable Exchange Date, (b) the Basis Adjustments to the Reference Assets for such Taxable Year, calculated (i) in the aggregate and (ii) solely with respect to each applicable Member, (c) the periods over which the Reference Assets are amortizable or depreciable and (d) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciableor depreciable (such schedule, and (c) the Non-Adjusted Tax a “Basis with respect to the Reference Assets described in clause (a) as of each relevant ExchangeSchedule”). The A Basis 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(b2.4(a).

Appears in 2 contracts

Samples: Joinder Agreement (Foresight Acquisition Corp.), Tax Receivable Agreement (P3 Health Partners Inc.)

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Basis Schedules. Within one hundred and twenty (120) days after the filing of the U.S. federal income Tax Return of the Corporation for each relevant Taxable Year, the Corporation shall deliver to the TRA Holder Representative a schedule developed in consultation with the Advisory Firm (the “Basis Schedule”) that shows, in reasonable detail as necessary in order to understand the calculations performed under this Agreement: (a) the Basis Adjustments with respect to the Reference Assets as a result of the relevant Exchanges effected in such Taxable Year, (b) the period (or periods) over which each Basis Adjustment is amortizable and/or depreciable, and (c) the Non-Adjusted Tax Basis with respect to the Reference Assets described in clause (a) as of each relevant Exchange,. The Basis Schedule will shall become final and binding on the Parties pursuant to the procedures set forth in Section 2.4(a) 2.4.1 and may be amended by the Parties pursuant to the procedures set forth in Section 2.4(b)2.4.2.

Appears in 2 contracts

Samples: Operating Agreement (EG Acquisition Corp.), Tax Receivable Agreement (Flyexclusive Inc.)

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