PRO FORMA FEDERAL RETURN Sample Clauses

PRO FORMA FEDERAL RETURN. For each Consolidated Return to the extent needed under this Agreement, Xxxx Foods shall prepare or cause to be prepared (and, as requested by Xxxx Foods, WhiteWave shall cooperate in preparing) a Pro Forma WhiteWave Group Consolidated Return as if the WhiteWave Group were not and never were part of the Consolidated Group, but rather were a separate affiliated group of corporations of which WhiteWave were the common parent filing a consolidated federal income tax return pursuant to Section 1501 of the Code. For purposes of this Section 3.5(b), the WhiteWave Group’s Federal Income Tax Liability shall (1) be determined for the taxable year including the Deconsolidation Date assuming the taxable year ends on the Deconsolidation Date, (2) not be reduced by the WhiteWave Group’s carrybacks and carryovers of federal Tax Assets from other taxable periods (such items being addressed by Section 3.5(d) herein), (3) exclude the Tax consequences of the Transactions, including any Tax consequences from the transfer or other movement of assets between the Xxxx Foods Group and the WhiteWave Group and the Tax consequences of any deferred intercompany transactions recognized as a result of the Deconsolidation; provided, that any deductions resulting from or relating to the novation of the $650,000,000 notional amount of interest rate swap contracts that are scheduled to mature March 31, 2017, pursuant to which WhiteWave assumes the liability related to such swaps shall be included and allocated to WhiteWave, (4) be determined assuming that any deductions arising prior to the Distribution with respect to the long-term and short-term incentives described in Articles IX and X of the Employee Matters Agreement be allocated between the Xxxx Foods Group and the WhiteWave Group in the same manner and same proportion as the corresponding book expense for financial accounting purposes and (5) be determined assuming that the Xxxx Foods Group (not the WhiteWave Group) is entitled to any deductions arising from the payment or accrual of liabilities with respect to the Xxxx Foods EDCP and Xxxx Foods SERP (as defined in the Employee Matters Agreement) pursuant to Article XI of the Employee Matters Agreement.
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PRO FORMA FEDERAL RETURN. For each taxable year (or portion thereof ending on the applicable Deconsolidation Date) during a Pre-Deconsolidation Period, Xxxxxx shall prepare or cause to be prepared (and, as requested by Xxxxxx, Xxxxxxx shall cooperate in preparing) a Pro Forma Xxxxxxx Group Consolidated Return as if the Xxxxxxx Group were not and never were part of the Consolidated Group, but rather were a separate affiliated group of corporations of which Xxxxxxx were the common parent filing a consolidated federal income tax return pursuant to Section 1501 of the Code. For purposes of this Section 3.5(b), the Xxxxxxx Group’s Federal Income Tax Liability shall not be reduced by the Xxxxxxx Group’s carrybacks and carryovers of federal Tax Assets from other taxable years (such items being addressed by Section 3.5(c) herein).
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PRO FORMA FEDERAL RETURN. For each Consolidated Return, Dell shall prepare or cause to be prepared (and, as requested by Dell, Spyglass shall cooperate in preparing) a Pro Forma Spyglass Group Consolidated Return as if the Spyglass Group were not and never were part of the Consolidated Group, but rather were a separate affiliated group of corporations of which Spyglass Holding Corporation were the common parent filing a consolidated federal income tax return pursuant to Section 1501 of the Code. For purposes of this Section 3.05(b), the Spyglass Group’s Federal Income Tax Liability shall (i) be determined for the taxable year including the Deconsolidation Date assuming the taxable year ends on the Deconsolidation Date, (ii) not be reduced by the Spyglass Group’s carrybacks and carryovers of federal Tax Assets from other taxable periods (such items being addressed by Section 3.05(d) herein), and (iii) exclude the Tax consequences of the IPO, including any Tax consequences from the transfer or other movement of assets between the Dell Group and the Spyglass Group.
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PRO FORMA FEDERAL RETURN. With respect to each taxable year, FCI shall prepare or cause to be prepared a pro forma consolidated federal income tax return or other comparable schedules for the Metris Group ("Pro Forma Metris Group Consolidated Return") as if (except as provided in Section 2.2(c)) the Metris Group was not, nor ever was a part of the Consolidated Group, but rather was a separate affiliated group of corporations, consisting of Metris and the Metris affiliates of which Metris was the common parent filing a consolidated federal income tax return pursuant to Section 1501 of the Code.
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PRO FORMA FEDERAL RETURN. Each taxable year, WISI shall prepare or cause to be prepared (and, as requested by WISI, TD Waterhouse shall cooperate in preparing) a pro forma consolidated federal income tax return for the TD Waterhouse Group ("PRO FORMA TD WATERHOUSE GROUP CONSOLIDATED RETURN") as if the TD Waterhouse Group were not and never were part of the Consolidated Group, but rather were a separate affiliated group of corporations of which TD Waterhouse were the common parent filing a consolidated federal income tax return pursuant to Section 1501 of the Code. (c)
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PRO FORMA FEDERAL RETURN. Each taxable year, Ford shall prepare or cause to be prepared a pro forma consolidated federal income tax return for the Associates Group ("Pro Forma Associates Group Consolidated Return") as if the Associates Group were not and never were part of the Consolidated Group, but rather were a separate affiliated group of corporations of which the Associates were the common parent filing a consolidated federal income tax return pursuant to Section 1501 of the Code.
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PRO FORMA FEDERAL RETURN. With respect to each taxable year, Restaurants shall prepare or cause to be prepared a pro forma consolidated federal income tax return for the Restaurants Group ("Pro Forma Restaurants Group Consolidated Return") as if (except as provided in Section 2.2(c)) the Restaurants Group was not, nor ever was a part of the Consolidated Group, but rather was a separate affiliated group of corporations, consisting of Restaurants and Restaurants' Affiliates of which Restaurants was the common parent filing a consolidated federal income tax return pursuant to Section 1501 of the Code.
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PRO FORMA FEDERAL RETURN. Each taxable year, Ford shall prepare or cause to be prepared (and, as requested by Ford, Hertz shall cooperate in preparing) a pro forma consolidated federal income tax return for the Hertz Group ("PRO FORMA HERTZ GROUP CONSOLIDATED RETURN") as if the Hertz Group were not and never were part of the Consolidated Group, but rather were a separate affiliated group of corporations of which Hertz were the common parent filing a consolidated federal income tax return pursuant to Section 1501 of the Code.
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PRO FORMA FEDERAL RETURN. With respect to each taxable year, Bruker shall prepare or cause to be prepared a pro forma consolidated federal income tax return or other comparable schedules for the BEST Group (“Pro Forma BEST Group Consolidated Return”) as if (except as provided in Section 2.2(c) of this Agreement) the BEST Group was never a part of the Consolidated Group, but rather was a separate affiliated group of corporations, consisting of BEST and the BEST Affiliates, if any, of which BEST was the common parent filing a consolidated federal income tax return pursuant to Section 1501 of the Code.
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Related to PRO FORMA FEDERAL RETURN

  • Pro Forma Statement The Receiver, as soon as practicable after Bank Closing, in accordance with the best information then available, shall provide to the Assuming Institution a pro forma statement reflecting any adjustments of such liabilities and assets as may be necessary. Such pro forma statement shall take into account, to the extent possible, (i) liabilities and assets of a nature similar to those contemplated by Section 2.1 or Section 3.1, respectively, which at Bank Closing were carried in the Failed Bank's suspense accounts, (ii) accruals as of Bank Closing for all income related to the assets and business of the Failed Bank acquired by the Assuming Institution hereunder, whether or not such accruals were reflected on the Accounting Records of the Failed Bank in the normal course of its operations, and (iii) adjustments to determine the Book Value of any investment in an Acquired Subsidiary and related accounts on the "bank only" (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting, whether or not the Failed Bank used the equity method of accounting for investments in subsidiaries, except that the resulting amount cannot be less than the Acquired Subsidiary's recorded equity as of Bank Closing as reflected on the Accounting Records of the Acquired Subsidiary. Any Loan purchased by the Assuming Institution pursuant to Section 3.1 which the Failed Bank charged off during the period beginning the day after the Bid Valuation Date to the date of Bank Closing shall be deemed not to be charged off for the purposes of the pro forma statement, and the purchase price shall be determined pursuant to Section 3.2.

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Pro Forma The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited balance sheet of Borrower dated August 31, 2003, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

  • Pro Forma Calculations Notwithstanding anything to the contrary herein (subject to Section 1.02(j)), the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:

  • Statements of Reconciliation after Change in Accounting Principles If, as a result of any change in accounting principles and policies from those used in the preparation of the Historical Financial Statements, the consolidated financial statements of Holdings and its Subsidiaries delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to Administrative Agent;

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Pro Forma Basis For purposes of computing the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio, such ratios (and any financial calculations or components required to be made or included therein) shall be determined, with respect to the relevant period, after giving pro forma effect to each (a) Acquisition and Disposition of a Person, business or asset and (b) repayment and incurrence of any Indebtedness, in each case consummated during such period, together with all transactions relating thereto consummated during such period (including any incurrence, assumption, refinancing or repayment of Indebtedness), as if such Acquisition, Disposition and related transactions had been consummated on the first day of such period, in each case (i) based on historical results accounted for in accordance with GAAP and (ii) prepared in accordance with Regulation S-X under the Securities Act of 1933, as in effect on the Closing Date (provided, that cost savings expected to be realized following an Acquisition in respect of the elimination of duplicative positions and the closing of duplicative facilities may be reflected in such determination as if such cost savings had been effected as of the beginning of such period, so long as (x) such elimination and/or closings are implemented by the business that was the subject of any such Acquisition within six months of the date of such Acquisition and are supportable and quantifiable by the underlying accounting records of such business and (y) all cost increases expected to be incurred following such Acquisition are also reflected in such determination as if such cost increases had been incurred as of the beginning of such period), and, with respect to all calculations made in clauses (i) and (ii), to the extent applicable, based upon reasonable assumptions that are specified in reasonable detail in the relevant Compliance Certificate or other certificate furnished to the Administrative Agent in connection with the terms of this Agreement.

  • Pro Forma Financial Information The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statements amounts in the pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus comply as to form in all material respects with the application requirements of Regulation S-X under the Exchange Act.

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

  • Accounting Terms; GAAP; Pro Forma Calculations (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

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