Pro Forma Tax definition

Pro Forma Tax means, with respect to a Sub-Group and a U.S. federal income tax year, the amount of U.S. federal income Consolidated Taxes that would be payable by such Sub-Group, applying the Sub-Group Method.
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Examples of Pro Forma Tax in a sentence

  • The Pro Forma Tax Liability shall be determined under similar principles.

  • Company shall have established the Cash Tax Reserve for the Unpaid Pro Forma Tax Liability.

  • If the Actual Tax Liability exceeds the Pro Forma Tax Liability, ALLSTATE shall pay to GLENBROOK such amount (grossed-up to take into account the tax on such payment, determined at the highest federal corporate income tax rate); if the Actual Tax Liability is less than the Pro Forma Tax Liability, GLENBROOK shall pay to ALLSTATE such amount (grossed-up to take into account the tax on such payment, determined at the highest federal corporate income tax rate).

  • Such settlement shall be determined by comparing (a) GLENBROOK's separate return tax liability (or refund), determined as set forth below and calculated prior to taking into account any settlement under this paragraph (the "Actual Tax Liability"), with (b) GLENBROOK's separate return tax liability (or refund) that would have been incurred if the Policies were written directly by ALLSTATE and the Invested Assets and related reserves were held by ALLSTATE (the "Pro Forma Tax Liability").

  • The final Pro Forma Tax Returns delivered to Purchasers pursuant to Section 5.2(f) shall reflect no aggregate liability for Taxes (including, without limitation, any withholding taxes reflected in the IRS withholding certificates required by Section 6.5) other than (i) Excluded Taxes, (ii) Transfer and Gain Taxes not exceeding $15,000,000 in the aggregate and (iii) other Taxes in an aggregate amount not exceeding $3,000,000.

  • Not later than fifteen (15) days after Seller has provided such Pro Forma Tax Return, or such shorter period as is necessary to allow for the timely filing of the Tax Return of Seller to which the Pro Forma Tax Return relates, Buyer shall notify Seller of the existence of any objection, specifying in reasonable detail the nature and basis of such objection that Buyer may have to any item set forth on such draft Pro Forma Tax Return.

  • The Pro Forma Tax Returns shall disregard the results from operations other than for depreciation and amortization deductions computed as of the Closing Date.

  • Except as otherwise required by Law, all Pro Forma Tax Returns of the Company that relate to any Pre-Closing Tax Period ending on or before the Closing Date shall be prepared consistent with past practices.

  • The Seller Owner shall make such changes to any such Tax Returns for Pre-Closing Periods or Pro Forma Tax Returns as reasonably requested by Buyer if such changes are both (a) in accordance with applicable Tax law, rules and regulations and (b) not inconsistent with the Company’s past practices that were and still are lawful, and reasonably appropriate, under the circumstances.

  • AWS shall provide Avalon with comments and/or objections to the Pro Forma Tax Returns at least 21 days prior to the due date for filing such Tax Returns (giving effect to applicable extensions).

Related to Pro Forma Tax

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Pro Forma Event has the meaning assigned to that term in the definition of “Pro Forma Basis”.

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • Pro Forma Cost Savings means, with respect to any four-quarter period, the reduction in net costs and expenses that:

  • Pro Forma Disposal Adjustment means, for any Test Period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent Test Period prior to its disposal.