Tax Basis. After giving effect to the Transaction and certain other actions related thereto that will be completed on or prior to the Closing Date, the U.S. Federal Income tax basis of the Stepped-Up Properties (as defined below) will be increased in an aggregate amount equal to the portion of the acquisition cost under the Merger Agreement allocable to such Stepped-Up Properties on a pro rata basis, which allocation shall be based on the ratio of the fair market value of such Stepped-Up Properties to the fair market value of the total acquisition cost. For purposes of this Section 4.42, the term “Stepped-Up Properties” means properties other than those held through partnerships or other similar joint ventures with third parties not related to AFRT.
Appears in 4 contracts
Samples: Senior Mezzanine Loan Agreement (Gramercy Capital Corp), Loan Agreement (Gramercy Capital Corp), Junior Mezzanine Loan Agreement (Gramercy Capital Corp)
