Common use of Assignment of Taxable Items Clause in Contracts

Assignment of Taxable Items. The Parties shall determine the amounts of income, gain, loss, deduction, and Credit of the Journal Spinco Group for the 2015 Taxable Year that are properly includable in the Journal Consolidated Return for the taxable year of the Journal Group beginning on December 29, 2014. For all relevant purposes of this Agreement, the members of the Journal Spinco Group and each Journal Spinco Combined Group shall cease to be members of the Journal Group and their respective Journal Combined Group as of the end of the Distribution Date, and Journal Spinco shall cause the books of account of the members of the Journal Spinco Group and the Journal Spinco Combined Groups to be closed for accounting and Tax purposes as of the end of the Distribution Date in accordance with Journal’s direction. In determining consolidated taxable income for the taxable period that ends on the Distribution Date, the income and other items of the Journal Spinco Group shall be determined in accordance with Treasury Regulations Sections 1.1502-76(b)(1), -76(b)(2)(i) and - 76(b)(2)(iv) and no election shall be made under Treasury Regulations Section 1.1502-76(b)(2)(ii)(D) to ratably allocate items. However, an allocation shall be made under Treasury Regulations Section 1.1502-76(b)(2)(iii) if such allocation is determined by the Parties to be necessary to appropriately allocate income in the event that the Distribution Date occurs on any date other than the last or first day of any month. Pursuant to Treasury Regulations Section 1.1502-76(b)(2)(vi), any item of a pass-through entity that is owned by a member of the Journal Spinco Group shall be allocated as if such member sold its entire interest in the entity immediately before the Distribution. In the event that a member or members of the Journal Spinco Group would be treated as owning an interest of less than 50% in the aggregate in such pass-through entity, then pursuant to Treasury Regulations Section 1.706-1(c)(2)(ii), each such member’s share of any distributive items shall be the amount determined by taking into account the pro rata part of such items that such member would have included in taxable income had such member remained a partner or owner of the pass-through entity until the end of the partnership tax year based on the portion of the partnership taxable year that has elapsed through the Distribution Date or upon such other reasonable method that the Parties may agree. Journal Spinco and Journal Spinco Affiliates shall file their respective Tax Returns for the taxable period beginning on the first day after the Distribution Date consistently with such determinations.

Assignment of Taxable Items. The Parties shall determine the amounts of income, gain, loss, deduction, and Credit of the Journal Spinco SNI Group for the 2015 2008 Taxable Year that are properly includable in the Journal EWS Consolidated Return for the taxable year of the Journal EWS Group beginning ending on December 2931, 20142008. For all relevant purposes of this Agreement, the members of the Journal Spinco SNI Group and each Journal Spinco SNI Combined Group shall cease to be members of the Journal EWS Group and their respective Journal Total Combined Group Groups, as of the end of the Distribution Date, and Journal Spinco SNI shall cause the books of account of the members of the Journal Spinco SNI Group and the Journal Spinco SNI Combined Groups to be closed for accounting and Tax purposes as of the end of the Distribution Date in accordance with JournalEWS’s direction. In determining consolidated taxable income for the taxable period that ends on the Distribution Date, the income and other items of the Journal Spinco SNI Group shall be determined in accordance with Treasury Regulations Sections Section 1.1502-76(b)(1), -76(b)(2)(i) and - — 76(b)(2)(iv) and no election shall be made under Treasury Regulations Regulation Section 1.1502-76(b)(2)(ii)(D) to ratably allocate items. However, an allocation shall be made under Treasury Regulations Section 1.1502-76(b)(2)(iii) if such allocation is determined by the Parties to be necessary to appropriately allocate income in the event that the Distribution Date occurs on any date other than the last or first day of any month. Pursuant to Treasury Regulations Section 1.1502-76(b)(2)(vi), any item of a pass-through entity that is owned by a member of the Journal Spinco SNI Group shall be allocated as if such member sold its entire interest in the entity immediately before the Distribution. In the event that a member or members of the Journal Spinco SNI Group would be treated as owning an interest of less than 50% in the aggregate in such pass-through entity, then pursuant to Treasury Regulations Section 1.706-1(c)(2)(ii1(c)(ii), each such member’s share of any distributive items shall be the amount determined by taking into account the pro rata part of such items that such member would have included in taxable income had such member remained a partner or owner of the pass-through entity until the end of the partnership tax year based on the portion of the partnership taxable year that has elapsed through the Distribution Date or upon such other reasonable method that the Parties may agree. Journal Spinco SNI and Journal Spinco SNI Affiliates shall file their respective Tax Returns for the taxable period beginning on the first day after the Distribution Date consistently with such determinations.

Assignment of Taxable Items. The Parties shall determine the amounts of income, gain, loss, deduction, and Credit of the Journal Spinco SNI Group for the 2015 2008 Taxable Year that are properly includable in the Journal EWS Consolidated Return for the taxable year of the Journal EWS Group beginning ending on December 2931, 20142008. For all relevant purposes of this Agreement, the members of the Journal Spinco SNI Group and each Journal Spinco SNI Combined Group shall cease to be members of the Journal EWS Group and their respective Journal Total Combined Group Groups, as of the end of the Distribution Date, and Journal Spinco SNI shall cause the books of account of the members of the Journal Spinco SNI Group and the Journal Spinco SNI Combined Groups to be closed for accounting and Tax purposes as of the end of the Distribution Date in accordance with JournalEWS’s direction. In determining consolidated taxable income for the taxable period that ends on the Distribution Date, the income and other items of the Journal Spinco SNI Group shall be determined in accordance with Treasury Regulations Sections Section 1.1502-76(b)(176(b)(l), -76(b)(2)(i) and - — 76(b)(2)(iv) and no election shall be made under Treasury Regulations Regulation Section 1.1502-76(b)(2)(ii)(D) to ratably allocate items. However, an allocation shall be made under Treasury Regulations Section 1.1502-1.1502- 76(b)(2)(iii) if such allocation is determined by the Parties to be necessary to appropriately allocate income in the event that the Distribution Date occurs on any date other than the last or first day of any month. Pursuant to Treasury Regulations Section 1.1502-76(b)(2)(vi), any item of a pass-through entity that is owned by a member of the Journal Spinco SNI Group shall be allocated as if such member sold its entire interest in the entity immediately before the Distribution. In the event that a member or members of the Journal Spinco SNI Group would be treated as owning an interest of less than 50% in the aggregate in such pass-through entity, then pursuant to Treasury Regulations Section 1.706-1(c)(2)(iil(c)(ii), each such member’s share of any distributive items shall be the amount determined by taking into account the pro rata part of such items that such member would have included in taxable income had such member remained a partner or owner of the pass-through entity until the end of the partnership tax year based on the portion of the partnership taxable year that has elapsed through the Distribution Date or upon such other reasonable method that the Parties may agree. Journal Spinco SNI and Journal Spinco SNI Affiliates shall file their respective Tax Returns for the taxable period beginning on the first day after the Distribution Date consistently with such determinations.