Transferred Basis definition

Transferred Basis means, with respect to any Reference Asset transferred in the IPCo Transfer (or any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with respect to any such Reference Asset), the Tax basis of such Reference Asset from time to time, taking into account any increase in such basis by reason of a payment under this Agreement.

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Transferred Basis means the share of Tax basis of the Reference Assets as of the Closing Date that are amortizable under Section 197 of the Code or that are otherwise amortizable or depreciable for United States federal (or applicable state or local) income Tax purposes relating to (a) with respect to the Blockers, the Units or OpCo units held by the applicable Blocker acquired (or deemed acquired) directly or indirectly by the Corporate Taxpayer in the Purchase or (b) with respect to Units or OpCo units held by Persons other than the Blockers, such Units or OpCo units to the extent acquired (or deemed acquired) directly or indirectly by the Corporate Taxpayer in the Purchase.

Transferred Basis means the Tax basis of the Reference Assets that are depreciable or amortizable for U.S. federal income tax purposes, in respect of which Corporate Taxpayer may be entitled to deductions as a result of an Exchange or Contribution by a Partnership Interest Holder.

Examples of Transferred Basis in a sentence

Deductions, carryovers or carrybacks of any Tax item attributable to Transferred Basis, the Basis Adjustments and Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions of U.S. state and local income and franchise tax laws, as applicable, governing the use, limitation and expiration of the deductions, carryovers or carrybacks of the relevant type.
Any Tax Benefit Payments attributable to the Exchange Basis or Blocker Transferred Basis are intended to be Attributable to, and allocated and paid to, the relevant TRA Parties based on the Previously Taxed Capital delivered by such TRA Party in the applicable Exchange or in the Reorganization.
If a deduction, carryover or carryback of any Tax item includes a portion that is attributable to the Transferred Basis, the Basis Adjustments, and Imputed Interest and another portion that is not, such portions shall be considered to be used in accordance with the “with and without” methodology.
Echo, the Company and the TRA Parties agree to report and cause to be reported for all purposes, including federal, state and local tax purposes and financial reporting purposes, all tax-related items (including, without limitation, the Transferred Basis, the Basis Adjustments and each Tax Benefit Payment) in a manner consistent with that specified by the Company in any Schedule required to be provided by or on behalf of the Company under this Agreement unless otherwise required by law.
Subject to Section 3.03, the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure the decrease or increase in the actual liability for Taxes of the Echo Group for such Taxable Year attributable to the Transferred Basis, the Basis Adjustments and Imputed Interest determined using a “with and without” methodology.
For the avoidance of doubt, the Realized Tax Benefit (or the Realized Tax Detriment) attributable to the Exchange Basis or Blocker Transferred Basis is intended to represent the decrease (or increase) in the actual liability for Taxes of PubCo for such Taxable Year attributable to the Tax deductions resulting from the Tax basis of the Reference Assets measured at the time of the relevant Exchange or the Reorganization, as applicable, in excess of Tax deductions resulting from the IPO Basis.
For the avoidance of doubt, the Realized Tax Benefit (or the Realized Tax Detriment) attributable to the Exchange Basis or Blocker Transferred Basis is intended to represent the decrease (or increase) in the actual liability for Taxes of the Corporate Taxpayer for such Taxable Year attributable to the Tax deductions resulting from the Tax basis of the Reference Assets measured at the time of the IPO in excess of Tax deductions resulting from the IPO Basis.
The Parties agree that, except with respect to the portion attributable to Imputed Interest, all Tax Benefit Payments attributable to Blocker Transferred Basis will be treated as non-qualifying property or money received in connection with the Blocker Mergers for purposes of Section 356 of the Code.

More Definitions of Transferred Basis

Transferred Basis means the tax basis of the Reference Assets that are depreciable or amortizable for United States federal income tax purposes, including the adjustment to such tax basis of a Reference Asset under Sections 732, 755 and 1012 of the Code and the Treasury Regulations promulgated thereunder (in situations where, following an Exchange, a Merger, or a merger or liquidation of Corporate Taxpayer’s consolidated Subsidiaries, Holdings becomes an entity that is disregarded as separate from its owner for U.S. federal income tax purposes) or under Sections 743(b), 754 and 755 of the Code and the Treasury Regulations promulgated thereunder (in situations where, following an Exchange, a Merger, or a merger or liquidation of Corporate Taxpayer’s consolidated Subsidiaries, Holdings is not an entity that is disregarded as separate from its owner for U.S. federal income tax purposes) and, in each case, comparable sections of state and local tax laws, in each case in respect of which Corporate Taxpayer may be entitled to the tax benefits or deductions as a result of a Merger or Contribution.