Redemption Date Basis Adjustment Sample Clauses

Redemption Date Basis Adjustment. Pursuant to the Buyout Agreement, Lazard Group and the Historical Partners agreed to treat the consideration paid to the Historical Partners in the Redemption (i) as a sale or exchange pursuant to Section 707(a)(2)(B) of the Code (the “Sale”) to the extent such consideration originated from IPO Proceeds and (ii) as a distribution pursuant to Section 736(b)(1) and Section 731(b) of the Code (the “Distribution”) to the extent the total Redemption consideration exceeded the IPO Proceeds. The Historical Partners of Lazard Group redeemed for cash in the Redemption recognized gain on the Redemption Date under Sections 741 and 731 of the Code, each Ltd Exchanging Subsidiary’s share of the basis in the Original Assets was increased by the excess of the Sale proceeds over the Ltd Exchanging Subsidiary’s proportionate share of the basis of the Original Assets on the Redemption Date and the basis in the Original Assets was increased by the amount of gain recognized by the Historical Partners of Lazard Group with respect to the Distribution. Such gain and Basis Adjustment shall be treated as occurring entirely on the Redemption Date unless there is a Determination to the contrary. For purposes of this Agreement, (i) the fair market value of the right to receive payments under this Agreement shall not be taken into account in determining the amount of Sale proceeds or the amount of gain recognized by the Historical Partners on the Redemption Date and (ii) any payments made under this Agreement with respect to the Redemption shall not be treated as resulting in a Basis Adjustment.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Redemption Date Basis Adjustment. Pursuant to the Buyout Agreement, Lazard Group and the Historic Partners have agreed to treat the consideration paid to the Historic Partners in the Redemption (i) as a sale or exchange pursuant to Section 707(a)(2)(B) of the Code (the “Sale”) to the extent such consideration originates from IPO Proceeds and (ii) as a distribution pursuant to Section 736(b)(1) and Section 731(b) of the Code (the “Distribution”) to the extent the total Redemption consideration exceeds the IPO Proceeds. The Ltd Exchanging Subsidiaries and LFCM hereby agree that (i) the Historic Partners of Lazard Group redeemed for cash in the Redemption shall recognize gain on the Redemption Date under Sections 741 and 731 of the Code, (ii) each Ltd Exchanging Subsidiary’s share of the basis in the Original Assets shall be increased by the excess of the Sale proceeds over the Ltd Exchanging Subsidiary’s proportionate share of the basis of the Original Assets on the Redemption Date and (iii) the basis in the Original Assets shall be increased by the amount of gain recognized by the Historic Partners of Lazard Group with respect to the Distribution. The Ltd Exchanging Subsidiaries and LFCM shall treat such gain and basis adjustment as occurring entirely on the Redemption Date unless there is a Determination to the contrary.
Sample 1

Related to Redemption Date Basis Adjustment

  • Settlement Date Basis For purposes of this Agreement, all determinations of whether an investment is to be included as a Portfolio Investment shall be determined on a settlement-date basis (meaning that any investment that has been purchased will not be treated as a Portfolio Investment until such purchase has settled, and any Portfolio Investment which has been sold will not be excluded as a Portfolio Investment until such sale has settled); provided that no such investment shall be included as a Portfolio Investment to the extent it has not been paid for in full.

  • 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

  • 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.

  • 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.

  • Interest Rate Basis Interest on this Note will be determined by reference to the applicable Interest Rate Basis or Interest Rate Bases, which may, as described below, include the CD Rate, the CMT Rate, the Commercial Paper Rate, the Constant Maturity Swap Rate, the Federal Funds Open Rate, the Federal Funds Rate, LIBOR, the Prime Rate or the Treasury Rate (each as defined below).

  • Exchange Basis Schedule Within 180 calendar days after the filing of the U.S. federal income tax return of the Corporation for each Taxable Year in which any Exchange has been effected, the Corporation shall deliver to the Applicable Partner a schedule (the “Exchange Basis Schedule”) that shows, in reasonable detail, for purposes of Taxes, (i) the actual unadjusted tax basis of the Adjusted Assets as of each applicable Exchange Date, (ii) the Basis Adjustment with respect to the Adjusted Assets as a result of the Exchanges effected in such Taxable Year and all prior Taxable Years, calculated (a) in the aggregate and (b) solely with respect to Exchanges by the Applicable Partner, (iii) the period or periods, if any, over which the Adjusted Assets are amortizable and/or depreciable and (iv) the period or periods, if any, over which each Basis Adjustment is amortizable and/or depreciable (which, for non-amortizable assets shall be based on the Valuation Assumptions).

  • Interest Calculation Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year by (c) the outstanding principal balance.

Time is Money Join Law Insider Premium to draft better contracts faster.