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.
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).
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.
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.
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 WSI Group (“PRO FORMA WSI GROUP CONSOLIDATED RETURN”) as if the WSI 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.
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.
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.
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.
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.
