Common use of WPX Pro Forma Returns Clause in Contracts

WPX Pro Forma Returns. (a) For each Tax period with respect to which a Consolidated Return has not been filed and until the WPX Group ceases to be part of a Consolidated Return, Xxxxxxxx shall prepare a pro forma federal income Tax Return for the WPX Group (a “WPX Pro Forma Consolidated Return”), based on the assumption that WPX is the common parent of the WPX Group. For each Tax period for which a Combined Return has not been filed and until the WPX Group ceases to be a part of such Combined Return, Xxxxxxxx shall prepare a pro forma combined Tax Return for the WPX Group for the jurisdiction in which such Combined Return is filed (a “WPX Pro Forma Combined Return”) based on the assumption that WPX is not a subsidiary of Xxxxxxxx. At the discretion of WPX, WPX may assist in the preparation of the WPX Pro Forma Returns as may be requested by Xxxxxxxx. The methods and processes described in Sections 2.3(b), 2.3(c), and 2.3(d) below shall be followed in the preparation of the WPX Pro Forma Returns. In addition, Xxxxxxxx may from time to time establish any other special procedures that Xxxxxxxx may in its sole discretion deem necessary or appropriate to carry out the purposes of this Agreement. (b) Each WPX Pro Forma Return shall take into account solely the current income, deduction, gain, loss, and credit items of the WPX Group, without regard to any carryovers or carrybacks from prior or subsequent periods, and without regard to the AMT. Notwithstanding the foregoing, the WPX Pro Forma Returns shall not reflect any deduction under Section 199 of the Code computed on a separate company basis, but shall reflect the amount that the WPX Group has contributed to the Xxxxxxxx Group consolidated deduction under Section 199 of the Code, as determined by Xxxxxxxx in its sole discretion. (c) Each WPX Pro Forma Return shall reflect all elections and methods of accounting reflected on the related Consolidated Return or Combined Return. (d) The relevant WPX Pro Forma Returns for a short Tax period shall be prepared based on an actual or hypothetical closing of the books method.

WPX Pro Forma Returns. (a) For each Tax period with respect to which a Consolidated Return has not been filed and from the IPO until the WPX Group ceases to be part of a Consolidated Return, Xxxxxxxx shall prepare a pro forma federal income Tax Return for the WPX Group (a “WPX Pro Forma Consolidated Return”), based on the assumption that WPX is the common parent of the WPX Group. For each Tax period for which a Combined Return has not been filed and from the IPO until the WPX Group ceases to be a part of such any Combined ReturnReturns, Xxxxxxxx shall prepare a pro forma combined Tax Return Returns for the WPX Group for the each jurisdiction in which such a Combined Return is filed (a the “WPX Pro Forma Combined ReturnReturns”) based on the assumption that WPX is not a subsidiary of Xxxxxxxx. At the discretion of WPX, WPX may assist in the preparation of the WPX Pro Forma Returns as may be requested by Xxxxxxxx. The methods and processes described in Sections 2.3(b), 2.3(c), and 2.3(d) below shall be followed in the preparation of the WPX Pro Forma Returns. In addition, Xxxxxxxx may from time to time establish any other special procedures that Xxxxxxxx may in its sole discretion deem necessary or appropriate to carry out the purposes of this Agreement. (b) Each WPX Pro Forma Return shall take into account solely the current income, deduction, gain, loss, and credit items of the WPX Group, without regard to any carryovers or carrybacks from prior or subsequent periods, and without regard to the AMT. Notwithstanding the foregoing, (i) any employee compensation deduction resulting from the vesting of restricted stock, the exercise of Xxxxxxxx stock options or similar equity-based compensation shall be reflected as a deduction to Xxxxxxxx and not as a deduction on any WPX Pro Forma Returns, and (ii) the WPX Pro Forma Returns shall not reflect any deduction under Section 199 of the Code computed on a separate company basis, but shall reflect the amount that the WPX Group has contributed to the Xxxxxxxx Group consolidated deduction under Section 199 of the Code, as determined by Xxxxxxxx in its sole discretion. (c) Each WPX Pro Forma Return shall reflect all elections and methods of accounting reflected on the related Consolidated Return Returns or Combined ReturnReturns. (d) The relevant WPX Pro Forma Returns for a short Tax period shall be prepared based on an actual or hypothetical closing of the books methodof the WPX Group as of the IPO and as of such other time as the WPX Group may cease to be part of a Consolidated Return or any Combined Returns, respectively, as the case may be.

WPX Pro Forma Returns. (a) For each Tax period with respect to which a Consolidated Return has not been filed and until the WPX Group ceases to be part of a Consolidated Return, Xxxxxxxx shall prepare a pro forma federal income Tax Return for the WPX Group (a “WPX Pro Forma Consolidated Return”), based on the assumption that WPX is the common parent of the WPX Group. For each Tax period for which a Combined Return has not been filed and until the WPX Group ceases to be a part of such Combined Return, Xxxxxxxx shall prepare a pro forma combined Tax Return for the WPX Group for the jurisdiction in which such Combined Return is filed (a “WPX Pro Forma Combined Return”) based on the assumption that WPX is not a subsidiary of Xxxxxxxx. At the discretion of WPX, WPX may assist in the preparation of the WPX Pro Forma Returns as may be requested by Xxxxxxxx. The methods and processes described in Sections 2.3(b), 2.3(c), and 2.3(d) below shall be followed in the preparation of the WPX Pro Forma Returns. In addition, Xxxxxxxx may from time to time establish any other special procedures that Xxxxxxxx may in its sole discretion deem necessary or appropriate to carry out the purposes of this Agreement. (b) Each WPX Pro Forma Return shall take into account solely the current income, deduction, gain, loss, and credit items of the WPX Group, without regard to any carryovers or carrybacks from prior or subsequent periods, and without regard to the AMT. Notwithstanding the foregoing, the WPX Pro Forma Returns shall not reflect any deduction under Section 199 of the Code computed on a separate company basis, but shall reflect the amount that the WPX Group has contributed to the Xxxxxxxx Group consolidated deduction under Section 199 of the Code, as determined by Xxxxxxxx in its sole discretion. (c) Each WPX Pro Forma Return shall reflect all elections and methods of accounting reflected on the related Consolidated Return Returns or Combined ReturnReturns. (d) The relevant WPX Pro Forma Returns for a short Tax period shall be prepared based on an actual or hypothetical closing of the books method.