Hypothetical Tax Liability

Hypothetical Tax Liability. With respect to any Taxable Year, the liability for Taxes of the Corporation and its Subsidiaries for such Taxable Year using the same methods, elections, conventions and similar practices used on the relevant Corporation Return, but assuming (i) the Corporation and its Subsidiaries did not have any Basis Adjustment Attributes, Section 707(c) Deductions or Step-Up Imputed Interest Attributes (including the carryover or carryback of any Tax item (or portions thereof) that is attributable to any... Basis Adjustment Attributes, Section 707(c) Deductions or Step-Up Imputed Interest Attributes), (ii) the Corporation and its Subsidiaries used the same amount of the Pre-IPO NOLs and NOL Imputed Interest Attributes as it had actually used for such Taxable Year, and (iii) the Corporation's state and local income Tax liability equals the product of (x) the taxable income and gain determined for the Taxable Year in accordance with this Agreement and (y) a percentage reasonably determined annually by the Corporation that reflects the Corporation's actual blended state and local tax rate (using the apportionment factors set forth on the relevant Tax Returns unless otherwise determined by the Corporation after consultation with the Participant Representatives) View More