Separate Return Tax Liability

Separate Return Tax Liability. Of the HLTH Subgroup or WebMD Subgroup shall mean, with respect to any taxable year, the liability for Regular Tax and Alternative Minimum Tax for such taxable year, and any interest, penalties, and other additions to such taxes for such taxable year, computed as if the HLTH Subgroup or the WebMD Subgroup, as the case may be, was not part of the HLTH Group for such taxable year, but rather was a separate affiliated group of corporations filing a Consolidated Federal Tax Return pursuant to... Section 1501 of the Code. Such computation shall be made (A) without regard to the income, deductions (including net operating loss and capital loss deductions) and credits in any year of any member of the HLTH Group which is not a member of the relevant Subgroup, (B) with regard to net operating loss and capital loss carry-forwards from earlier years (but not carry-backs from later years except to the extent permitted by Section 2(g)) of the members of the relevant Subgroup; provided, however that no account shall be taken of any loss carryforward or other tax attribute of the WebMD Subgroup to the extent the WebMD Subgroup has previously received payment therefore pursuant to Section 2(iv) of this Agreement as it existed prior to its amendment pursuant to this Second Amended and Restated Tax Sharing Agreement, (C) with regard to the minimum tax credits of the relevant Subgroup, (D) as though the highest rate of tax specified in Section 11(b) of the Code were the only Regular Tax rate applicable to the relevant Subgroup and (E) consistent with the past practices of the HLTH Group; provided, however, that such computation can depart from the past practices of the HLTH Group in the event of a change in applicable Tax law or if HLTH is advised by its accountants or counsel that adherence to past practices would have an adverse effect on the HLTH Group. Transactions between the WebMD Subgroup and the HLTH Subgroup that are deferred under the Treasury regulations promulgated pursuant to Section 1502 of the Code shall also be deferred for purposes of this Agreement View More

Separate Return Tax Liability. Shall mean with respect to any taxable year the hypothetical federal or state income tax liability of Subsidiary determined on a pro forma basis as if each Subsidiary had filed its own separate federal or state income tax return for such year (and for every taxable year prior thereto in which each Subsidiary was a Member) in accordance with the rules set forth in Section 3 hereof.

Separate Return Tax Liability. Shall mean, in the case of any particular Determination Year, the hypothetical Federal, state, local, or foreign income or franchise Tax liability, as the case may be, of the Company Subgroup determined (i) on a pro forma basis, in accordance with Section 2.3 hereof, as if such Company Subgroup had filed their own Group Tax Return for such year, (ii) taking into account the Tax Items for each previous Determination Year in respect of which a Separate Return Tax Liability was determined for such... members, and, (iii) if applicable, as adjusted pursuant to Section 8(a) hereof. View More