Pro Forma Returns Sample Clauses

Pro Forma Returns. For each Agreement Year, AOL Time Warner shall prepare a pro forma federal income tax return for the TWC Consolidated Group (a "Pro Forma TWC Return") and the Parent Group (a "Pro Forma Parent Return"). The Pro Forma TWC Return shall be prepared based on the corresponding TWC Tax Package provided pursuant to Section 7 hereof. Except as otherwise provided herein, the Pro Forma TWC Return and Pro Forma Parent Return for each Agreement Year shall be prepared as if TWC filed a consolidated return on behalf of the TWC Consolidated Group for such taxable year, and no member of one Group was a member of the other Group. The Pro Forma Return for each Group shall reflect any carryovers of net operating losses, net capital losses, excess tax credits, or other tax attributes from prior Pro Forma Returns for such Group which could have been utilized by such Group if the TWC Consolidated Group had never been included in the AOL Time Warner Consolidated Group and all Pro Forma Returns for the relevant Group had been actual returns. The Pro Forma Return for each Group shall be prepared in a manner that reflects all elections, positions, and methods used in the AOL Time Warner Consolidated Return that must be applied on a consolidated basis and otherwise the Pro Forma Parent Return shall be prepared in a manner consistent with the AOL Time Warner Consolidated Return and the Pro Forma TWC Return shall be prepared in a manner consistent with past practices of the Time Warner cable group. The provisions of the Code that require consolidated computations, such as Sections 861, 1201-1212 and 1231, shall be applied separately to each Group as if such Group and the other Group were separate affiliated groups, (a) the Pro Forma TWC Return prepared for the last taxable year, or portion thereof, during which the TWC Consolidated Group is included in the AOL Time Warner Consolidated Return shall also include any income, gains or losses of the members of the TWC Consolidated Group on transactions within the TWC Consolidated Group that must be taken into account pursuant to Section 1.1502-13 of the Regulations and any income of the members of the TWC Consolidated Group that must be taken into account pursuant to Section 1.1502-19 of the Regulations and, in each case, reflected on the AOL Time Warner Consolidated Return when the TWC Consolidated Group ceases to be included in the AOL Time Warner Consolidated Return; and (b) transactions between the TWC Consolidated Group, on the one ha...
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Pro Forma Returns. On the date that is five (5) business days prior to the due date for the Distributing Consolidated Group’s 2005 consolidated federal income tax return, including extensions, Distributing shall deliver to Tronox a pro forma federal income tax return (the “2005 Pro Forma Federal Tax Return”) of the Tronox Group reflecting the Tronox Federal Tax Liability for the portion of such taxable year in which members of the Tronox Group were included in the Distributing Consolidated Group. On the date that is five (5) business days prior to the due date for each Combined Tax Return, including extensions, for any taxable period that includes, but does not, with respect to Distributing or any member of the Distributing Group, end on the Deconsolidation Date, Distributing shall deliver to Tronox the relevant pro forma Combined Tax Return (each a “Pro Forma Combined Tax Return” and together with the 2005 Pro Forma Federal Tax Return, the “Pro Forma Returns”) of the Tronox Group reflecting the relevant Tronox Combined Tax Liability for the portion of such taxable period in which members of the Tronox Group were included in the Distributing Consolidated Group with respect to such Combined Tax. Distributing shall prepare the Pro Forma Returns taking into account elections, methods of accounting and positions with respect to specific items that are consistent with those to be made by Distributing for purposes of the Federal Tax Returns and Combined Tax Returns.
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Pro Forma Returns. On or before the later of one year after the Effective Date and 45 days before the filing of the last federal income tax return that includes any part of the Transition Period, Green shall provide Downstream with copies of pro forma stand-alone federal income tax returns for the Downstream Group for the Transition Period. The obligation to furnish returns is dealt with in part 5.
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Related to Pro Forma Returns

  • 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 Calculations (a) Notwithstanding anything to the contrary herein, financial ratios, tests and covenants, including the Leverage Ratio and the Fixed Charge Coverage Ratio shall be calculated in the manner prescribed by this Section 1.9. (b) For purposes of calculating any financial ratio, covenant or test, Specified Transactions (with any incurrence or repayment (excluding voluntary repayments) of any Debt in connection therewith to be subject to Section 1.9(c)) that have been made (i) during the applicable measurement period and (ii) subsequent to such period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable measurement period. If, since the beginning of any applicable period any Person that subsequently became a Subsidiary or was merged, amalgamated or consolidated with or into Borrower or any of its Subsidiaries since the beginning of such period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.9, then such financial ratio or test shall be calculated to give pro forma effect thereto in accordance with this Section 1.9. (c) In the event that Borrower or any Subsidiary incurs (including by assumption or guarantees) or repays (including by redemption, repayment (other than voluntary repayments), retirement or extinguishment) any Debt included in the calculations of any financial ratio, covenant or test (in each case, other than Debt incurred or repaid under any revolving credit facility), (i) during the applicable period or (ii) subsequent to the end of the applicable period and prior to or simultaneously with the event for which the calculation of any such ratio is made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence or repayment of Debt, to the extent required, as if the same had occurred on the last day of the applicable period.

  • 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 Treatment Each Disposition of all or substantially all of a line of business, and each Acquisition, by the Borrower and its Subsidiaries that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial covenants set forth in Section 7.11 and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period.

  • 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.