Excess Basis Amount definition
Excess Basis Amount means, as of the Closing, the excess (if any) of (i) the sum of (A) the adjusted federal income tax basis of the GP Interests and (B) the adjusted federal income tax basis of the Membership Interests over (ii) the excess (if any) of (A) the sum of the cash and the aggregate adjusted federal income tax basis of the assets held by SWWR LP and Southern Wire over (B) the amount of liabilities of SWWR LP and Southern Wire that would be taken into account in determining the ADSP for the assets of SWWR LP and Southern Wire under Treasury Regulations Section 1.338(h)(10)-1(d)(3) and would not otherwise be taken into account in determining the Seller’s amount realized if an election under Section 338(h)(10) of the Code were not made with respect to the transactions contemplated by this Agreement.
Excess Basis Amount means, as of the Closing, the excess (if any) of (i) the sum of (A) the adjusted federal income tax basis of the GP Interests and