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 Scripps Spinco Group for the 2015 Taxable Year that are properly includable in the Scripps Consolidated Return for the taxable year of the Scripps Group beginning on January 1, 2015. For all relevant purposes of this Agreement, the members of the Scripps Spinco Group and each Scripps Spinco Combined Group shall cease to be members of the Scripps Group and their respective Scripps Combined Group, as of the end of the Distribution Date, and Scripps Spinco shall cause the books of account of the members of the Scripps Spinco Group and the Scripps Spinco Combined Groups to be closed for accounting and Tax purposes as of the end of the Distribution Date in accordance with Scripps’ direction. In determining consolidated taxable income for the taxable period that ends on the Distribution Date, the income and other items of the Scripps 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 Scripps 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 Scripps 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. Scripps Spinco and Scripps 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 Scripps Journal Spinco Group for the 2015 Taxable Year that are properly includable in the Scripps Journal Consolidated Return for the taxable year of the Scripps Journal Group beginning on January 1December 29, 20152014. For all relevant purposes of this Agreement, the members of the Scripps Journal Spinco Group and each Scripps Journal Spinco Combined Group shall cease to be members of the Scripps Journal Group and their respective Scripps Journal Combined Group, Group as of the end of the Distribution Date, and Scripps Journal Spinco shall cause the books of account of the members of the Scripps Journal Spinco Group and the Scripps Journal Spinco Combined Groups to be closed for accounting and Tax purposes as of the end of the Distribution Date in accordance with Scripps’ 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 Scripps 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 Scripps 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 Scripps 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. Scripps Journal Spinco and Scripps 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 Wendy’s shall determine in good faith the amounts of income, gain, loss, deduction, and Credit of the Scripps Spinco Txx Hortons Group for the 2015 Distribution Taxable Year that are properly includable in the Scripps Wendy’s Consolidated Return for the such taxable year of the Scripps Group beginning on January 1, 2015Wendy’s Group. For all relevant purposes of this Agreement, the members of the Scripps Spinco Txx Hortons Group and each Scripps Spinco Txx Hortons Combined Group shall cease to be members of the Scripps Wendy’s Group and their respective Scripps Total Combined GroupGroups, as of the end of the Distribution Date, and Scripps Spinco Txx Hortons shall cause the books of account of the members of the Scripps Spinco Txx Hortons Group and the Scripps Spinco Txx Hortons Combined Groups to be closed for accounting and Tax purposes as of the end of the Distribution Date in accordance with Scripps’ Wendy’s reasonable direction. In determining consolidated taxable income for the taxable period that ends on the Distribution DateTaxable Year, the income and other items of the Scripps Spinco Txx Hortons Group shall be determined by Wendy’s in good faith in accordance with Treasury Regulations Sections Section 1.1502-76(b)(1), -76(b)(2)(i) and - 76(b)(2)(iv-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 in good faith by Wendy’s under Treasury Regulations Section 1.1502-76(b)(2)(iii) if such allocation is determined by the Parties Wendy’s in good faith 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 Scripps Spinco Txx Hortons 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 Scripps Spinco Txx Hortons 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 taxable 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. Scripps Spinco All of the foregoing determinations to be made shall be made in good faith by Wendy’s. Txx Hortons and Scripps Spinco Txx Hortons Affiliates shall file their respective Tax Returns for the taxable period beginning on the first day after the Distribution Date consistently with such determinations.