Common Basis definition

Common Basis means the existing tax basis of the Reference Assets that are depreciable or amortizable (including assets that will eventually be subject to depreciation or amortization, once placed in service) for U.S. federal income tax purposes. For the avoidance of doubt, Common Basis shall not include any Basis Adjustments.

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Common Basis means the existing tax basis of the Reference Assets (determined, with respect to each TRA Holder, as of immediately prior to the Closing, such TRA Holder’s Exchange or the Reorganization Transactions, as applicable) that are depreciable or amortizable (including assets that will eventually be subject to depreciation or amortization, once placed in service) for U.S. federal income tax purposes attributable to Common Units acquired by the Corporation at the Closing, in an Exchange or in the Reorganization Transactions. For the avoidance of doubt, Common Basis shall not include any Basis Adjustments.

Common Basis means the existing tax basis of the Reference Assets (determined, with respect to each TRA Holder, as of immediately prior to such TRA Holder’s Exchange or Reorganization Transaction) that are depreciable or amortizable (including assets that will eventually be subject to depreciation or amortization, once placed in service) for U.S. federal income tax purposes attributable to Units acquired by the Corporation in an Exchange or Reorganization Transaction. For the avoidance of doubt, Common Basis shall not include any Basis Adjustments.

Examples of Common Basis in a sentence

• For purposes of this Agreement, such Basis Adjustments resulting from subsequent Section 734(b) Exchanges as described in (B) in the previous sentence shall be reported and treated as Common Basis for purposes of this Agreement.

• To the extent any portion of a Realized Tax Benefit could be attributed to both Common Basis and a Section 704(c) Item, the Realized Tax Benefit shall be attributed to Common Basis.

• Carryovers, carryforwards, or carrybacks, of any tax item attributable to any Basis Adjustment, Common Basis, Blocker Attributes, or Imputed Interest or any other tax item in respect thereof shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state or local tax law, as applicable, governing the use, limitation, and expiration of carryovers, carryforwards, carrybacks, or other tax items of the relevant type.

• If a carryover or carryback of any U.S. federal income Tax item includes a portion that is attributable to the Basis Adjustment, Allocable Common Basis, Imputed Interest, or any Post-IPO TRA Benefits, and another portion that is not so attributable, such respective portions shall be considered to be used in accordance with the “with and without” methodology.

• Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the Actual Tax Liability for such Taxable Year attributable to the Basis Adjustments, Common Basis (limited, in the case of Subsequently Acquired Assets, to the Common Basis Addback Amount for such Taxable Year), Section 704(c) Items, and Imputed Interest, as determined using a “with and without” methodology described in Section 2.4(a).

• Except as otherwise required by applicable law, all calculations and determinations made hereunder, including any Basis Adjustments, the determination of any deductions arising from Common Basis or Section 704(c) Items, the Schedules or the determination of any Realized Tax Benefits or Realized Tax Detriments, shall be made in accordance with the elections, methodologies or positions taken by the Corporation and the LLC on their respective Tax Returns.

• Except as otherwise required by applicable law, all calculations and determinations made hereunder, including, without limitation, any Basis Adjustments, the determination of any deductions arising from Common Basis, the Schedules or the determination of any Realized Tax Benefits or Realized Tax Detriments, shall be made in accordance with the elections, methodologies or positions taken by the Corporation and the LLC on their respective Tax Returns.

• Carryovers, carryforwards, or carrybacks of any tax item attributable to any Basis Adjustment, Common Basis, Section 704(c) Item, or Imputed Interest or any other tax item in respect thereof shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state or local tax law, as applicable, governing the use, limitation, and expiration of carryovers, carryforwards, carrybacks or other tax items of the relevant type.

• Subject to the provisions of this Agreement, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability of the Corporation for Covered Taxes for such Taxable Year attributable to the Basis Adjustments, Common Basis, Blocker Attributes, and Imputed Interest, as determined using a “with and without” methodology described in Section 2.5(a).

• The parties agree that (i) all Tax Benefit Payments (other than the portion of the Tax Benefit Payments treated as Imputed Interest thereon) attributable to Common Basis in connection with a Contribution will be treated as other property or money for purposes of Section 351 of the Code and will not be treated as a dividend and (ii) the actual tax liability will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as Imputed Interest.

More Definitions of Common Basis

Common Basis means, without duplication, Transferred Basis and IPO Basis.

Common Basis means the existing Tax basis of any Reference Asset that is (i) depreciable or amortizable (or that will eventually be subject to depreciation or amortization once placed in service) for U.S. federal income tax purposes, (ii) stock of a corporation, or (iii) land, in each case, that is Attributable to Units acquired by the Corporate Taxpayer upon an Exchange, determined as of immediately prior to such Exchange, provided, that any Tax basis giving rise to 704(c) Benefits shall be excluded from the determination of Common Basis. For the avoidance of doubt, Common Basis shall not include any Basis Adjustments.

Common Basis means the tax basis of the Adjusted Assets that is depreciable or amortizable for United States federal income tax purposes “attributable” to Interests acquired by the Corporation or the Company upon an Exchange, excluding any IPO Basis to the extent necessary to avoid double counting. For purposes of determining the Common Basis that is “attributable” to any such Interests, reasonable methods for tracking such Common Basis shall be utilized to determine the Common Basis relating to those Interests (determined without regard to any dilutive or antidilutive effect of any contribution to or distribution from the Company after the date of an applicable Exchange, and taking into account (x) section 704(c) of the Code and (y) any adjustment under section 734(b) or section 743(b) of the Code). For the avoidance of doubt, Common Basis shall not include any Basis Adjustment.

Common Basis means any Tax basis (including as a result of an adjustment pursuant to Section 734(b) of the Code) in the Reference Assets (at each of the times referenced in the definition thereof) owned by the Company or any Person in which the Company owns a direct or indirect interest that is treated as a partnership or disregarded entity for purposes of the applicable Tax (but only to the extent such Person is not held through any entity treated as a corporation for purposes of the applicable Tax) to the extent such Tax basis is depreciable under Section 167 of the Code, amortizable under Section 197 of the Code, or otherwise reported as amortizable or depreciable on IRS Form 4562 for U.S. federal income Tax purposes (excluding any Tax basis attributable to Basis Adjustments or Closing Date Blocker Attributes).

Common Basis means the Tax basis of the Reference Property that is depreciable or amortizable for United States federal income tax purposes that, as of the IPO Date, was held by OpCo, or by any of its direct or indirect Subsidiaries treated as a partnership or disregarded entity (but only to the extent such indirect Subsidiaries are held through Subsidiaries treated as partnerships or disregarded entities) and that is Attributable to Units acquired by the Corporate Taxpayer upon an Exchange, including a Blocker Exchange. For the avoidance of doubt, Common Basis shall not include any Basis Adjustments.