Common use of Proviso Allocations Clause in Contracts

Proviso Allocations. For purposes of the proviso in Section 3(a)(i), the amount of Taxes attributable to the member(s) of the SpinCo Group or the SpinCo Business, as applicable, shall be determined by Parent on a pro forma basis prepared (A) assuming that such member(s) were not included in the group of companies filing the applicable Joint Tax Return, but rather filed a separate Joint Tax Return that includes only such member(s), (B) including only Tax Items of such member(s), (C) except as provided in clause (E) hereof, using all elections, accounting methods and conventions used on such Joint Tax Return for such period, (D) applying the highest statutory marginal Tax rate in effect for such period, (E) assuming that such member(s) elect not to carry back any net operating losses and (F) assuming that such member(s) utilization of any Tax Attribute carryforward or carryback is limited to the Tax Attributes of such member(s) arising in Post-Separation Periods determined in accordance with this Section 3(b)(ii); provided that the amount of Taxes so determined shall not be less than zero.