Common use of Forum for Judicial Proceedings Clause in Contracts

Forum for Judicial Proceedings. (a) Prior to instituting legal proceedings with respect to an SNI Unsettled Issue, SNI shall, at its sole cost and expense, unless EWS agrees to waive the same, obtain an evaluation of the SNI Unsettled Issues from an independent attorney experienced in the field of U.S. federal corporate income Taxation, SOLICITORS, 095070, 000093, 102408079.1, Tax Allocation Agreement (Conformed Signatures) who shall be selected jointly by the Parties and who, in the case of a listed or reportable transaction for U.S. federal income Tax Purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The evaluation shall state, for the SNI Unsettled Issues on an issue by issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position will more likely than not be sustained. Any discussions with respect to the evaluation shall be held with both Parties jointly, and such attorney shall send a copy of the evaluation (including any drafts thereof) to both Parties simultaneously. (b) If the evaluation discloses any SNI Unsettled Issues which do not fully meet the aforementioned standards as applicable, SNI shall be obligated to settle such issues with the IRS or equivalent state or local authority at its own cost and expense within a reasonable period of time after receipt of the evaluation. In any case where judicial proceedings are instituted, with respect to an Affiliation Year, EWS shall be entitled to select the forum for such judicial proceedings, unless such proceedings involve SNI Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible. If SNI Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible are involved, SNI shall be entitled to participate in the selection of the forum for judicial proceedings. Each Party shall bear the costs of litigation in respect of its own issues. (c) Prior to instituting legal proceedings with respect to an EWS Unsettled Issue, EWS shall, at its sole cost and expense, unless SNI agrees to waive the same, obtain an evaluation of the EWS Unsettled Issues from an independent attorney experienced in the field of U.S. federal corporate income Taxation, who shall be selected jointly by the Parties and who, in the case of a listed or reportable transaction for U.S. federal income Tax Purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The evaluation shall state, for the EWS Unsettled Issues on an issue by issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position will more likely than not be sustained. Any discussions with respect to the evaluation shall be held with both Parties jointly, and such attorney shall send a copy of the evaluation (including any drafts thereof) to both Parties simultaneously. (d) If the evaluation discloses any EWS Unsettled Issues which do not fully meet the aforementioned standards as applicable, EWS shall be obligated to settle such issues with the IRS or equivalent state or local authority at its own cost and expense within a reasonable period of time after receipt of the evaluation. EWS shall be entitled to select the forum for such judicial proceedings, unless such proceedings involve SNI Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible. If EWS Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible are involved, SNI shall be entitled to participate in the selection of the forum for judicial proceedings. Each Party shall bear the costs of litigation in respect of its own issues.

Forum for Judicial Proceedings. (a) Prior to instituting legal proceedings with respect to an SNI a Scripps Spinco Unsettled Issue, SNI Scripps Spinco shall, at its sole cost and expense, unless EWS Scripps agrees to waive the same, obtain an evaluation of the SNI Scripps Spinco Unsettled Issues from an independent attorney experienced in the field of U.S. federal corporate income Taxation (or state or local Taxation, SOLICITORSin the case of a Combined Return), 095070, 000093, 102408079.1, Tax Allocation Agreement (Conformed Signatures) who shall be selected jointly by the Parties and who, in the case of a listed or reportable transaction for U.S. federal income Tax Purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The evaluation shall state, for the SNI Scripps Spinco Unsettled Issues on an issue by issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position will more likely than not be sustained. Any discussions with respect to the evaluation shall be held with both Parties Scripps and Scripps Spinco jointly, and such attorney shall send a copy of the evaluation (including any drafts thereof) to both such Parties simultaneously. (b) If the evaluation discloses any SNI Scripps Spinco Unsettled Issues which do not fully meet the aforementioned standards as applicable, SNI Scripps Spinco shall be obligated to settle such issues with the IRS or equivalent state or local authority at its own cost and expense within a reasonable period of time after receipt of the evaluation. In any case where judicial proceedings are instituted, with respect to an Affiliation Year or Combined Year, EWS Scripps shall be entitled to select the forum for such judicial proceedings, unless such proceedings involve SNI Scripps Spinco Unsettled Issues or issues that could affect any Tax liability for which the SNI Scripps Spinco Group may be responsible. If SNI Scripps Spinco Unsettled Issues or issues that could affect any Tax liability for which the SNI Scripps Spinco Group may be responsible are involved, SNI Scripps Spinco shall be entitled to participate in the selection of the forum for judicial proceedings. Each Party shall bear the costs of litigation in respect of its own issues. (c) Prior to instituting legal proceedings with respect to an EWS a Scripps Unsettled Issue, EWS Scripps shall, at its sole cost and expense, unless SNI Scripps Spinco agrees to waive the same, obtain an evaluation of the EWS Scripps Unsettled Issues from an independent attorney experienced in the field of U.S. federal corporate income Taxation (or state or local Taxation, in the case of a Combined Return), who shall be selected jointly by the Parties and who, in the case of a listed or reportable transaction for U.S. federal income Tax Purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The evaluation shall state, for the EWS Scripps Unsettled Issues on an issue by issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position will more likely than not be sustained. Any discussions with respect to the evaluation shall be held with both Parties Scripps and Scripps Spinco jointly, and such attorney shall send a copy of the evaluation (including any drafts thereof) to both such Parties simultaneously. (d) If the evaluation discloses any EWS Scripps Unsettled Issues which do not fully meet the aforementioned standards as applicable, EWS Scripps shall be obligated to settle such issues with the IRS or equivalent state or local authority at its own cost and expense within a reasonable period of time after receipt of the evaluation. EWS Scripps shall be entitled to select the forum for such judicial proceedings, unless such proceedings involve SNI Scripps Spinco Unsettled Issues or issues that could affect any Tax liability for which the SNI Scripps Spinco Group may be responsible. If EWS Scripps Unsettled Issues or issues that could affect any Tax liability for which the SNI Scripps Spinco Group may be responsible are involved, SNI Scripps Spinco shall be entitled to participate in the selection of the forum for judicial proceedings. Each Party shall bear the costs of litigation in respect of its own issues.

Forum for Judicial Proceedings. (a) Prior to instituting legal proceedings with respect to an SNI a Journal Spinco Unsettled Issue, SNI Journal Spinco shall, at its sole cost and expense, unless EWS Journal agrees to waive the same, obtain an evaluation of the SNI Journal Spinco Unsettled Issues from an independent attorney experienced in the field of U.S. federal corporate income Taxation (or state or local Taxation, SOLICITORSin the case of a Combined Return), 095070, 000093, 102408079.1, Tax Allocation Agreement (Conformed Signatures) who shall be selected jointly by the Parties and who, in the case of a listed or reportable transaction for U.S. federal income Tax Purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The evaluation shall state, for the SNI Journal Spinco Unsettled Issues on an issue by issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position will more likely than not be sustained. Any discussions with respect to the evaluation shall be held with both Parties Journal and Journal Spinco jointly, and such attorney shall send a copy of the evaluation (including any drafts thereof) to both such Parties simultaneously. (b) If the evaluation discloses any SNI Journal Spinco Unsettled Issues which do not fully meet the aforementioned standards as applicable, SNI Journal Spinco shall be obligated to settle such issues with the IRS or equivalent state or local authority at its own cost and expense within a reasonable period of time after receipt of the evaluation. In any case where judicial proceedings are instituted, with respect to an Affiliation Year or Combined Year, EWS Journal shall be entitled to select the forum for such judicial proceedings, unless such proceedings involve SNI Journal Spinco Unsettled Issues or issues that could affect any Tax liability for which the SNI Journal Spinco Group may be responsible. If SNI Journal Spinco Unsettled Issues or issues that could affect any Tax liability for which the SNI Journal Spinco Group may be responsible are involved, SNI Journal Spinco shall be entitled to participate in the selection of the forum for judicial proceedings. Each Party shall bear the costs of litigation in respect of its own issues. (c) Prior to instituting legal proceedings with respect to an EWS a Journal Unsettled Issue, EWS Journal shall, at its sole cost and expense, unless SNI Journal Spinco agrees to waive the same, obtain an evaluation of the EWS Journal Unsettled Issues from an independent attorney experienced in the field of U.S. federal corporate income Taxation (or state or local Taxation, in the case of a Combined Return), who shall be selected jointly by the Parties and who, in the case of a listed or reportable transaction for U.S. federal income Tax Purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The evaluation shall state, for the EWS Journal Unsettled Issues on an issue by issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position will more likely than not be sustained. Any discussions with respect to the evaluation shall be held with both Parties Journal and Journal Spinco jointly, and such attorney shall send a copy of the evaluation (including any drafts thereof) to both such Parties simultaneously. (d) If the evaluation discloses any EWS Journal Unsettled Issues which do not fully meet the aforementioned standards as applicable, EWS Journal shall be obligated to settle such issues with the IRS or equivalent state or local authority at its own cost and expense within a reasonable period of time after receipt of the evaluation. EWS Journal shall be entitled to select the forum for such judicial proceedings, unless such proceedings involve SNI Journal Spinco Unsettled Issues or issues that could affect any Tax liability for which the SNI Journal Spinco Group may be responsible. If EWS Journal Unsettled Issues or issues that could affect any Tax liability for which the SNI Journal Spinco Group may be responsible are involved, SNI Journal Spinco shall be entitled to participate in the selection of the forum for judicial proceedings. Each Party shall bear the costs of litigation in respect of its own issues.

Forum for Judicial Proceedings. (a) Prior to instituting legal proceedings with respect to an SNI Unsettled Issue, SNI shall, at its sole cost and expense, unless EWS agrees to waive the same, obtain an evaluation of the SNI Unsettled Issues from an independent attorney experienced in the field of U.S. federal corporate income Taxation, SOLICITORS, 095070, 000093, 102408079.1, Tax Allocation Agreement (Conformed Signatures) who shall be selected jointly by the Parties and who, in the case of a listed or reportable transaction for U.S. federal income Tax Purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The evaluation shall state, for the SNI Unsettled Issues on an issue by issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position will more likely than not be sustained. Any discussions with respect to the evaluation shall be held with both Parties jointly, and such attorney shall send a copy of the evaluation (including any drafts thereof) to both Parties simultaneously. (b) If the evaluation discloses any SNI Unsettled Issues which do not fully meet the aforementioned standards as applicable, SNI shall be obligated to settle such issues with the IRS or equivalent state or local authority at its own cost and expense within a reasonable period of time after receipt of the evaluation. In any case where judicial proceedings are instituted, with respect to an Affiliation Year, EWS shall be entitled to select the forum for such judicial proceedings, unless such proceedings involve SNI Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible. If SNI Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible are involved, SNI shall be entitled to participate in the selection of the forum for judicial proceedings. Each Party shall bear the costs of litigation in respect of its own issues. (c) Prior to instituting legal proceedings with respect to an EWS Unsettled Issue, EWS shall, at its sole cost and expense, unless SNI agrees to waive the same, obtain an evaluation of the EWS Unsettled Issues from an independent attorney experienced in the field of U.S. federal corporate income Taxation, who shall be selected jointly by the Parties and who, in the case of a listed or reportable transaction for U.S. federal income Tax Purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The evaluation shall state, for the EWS Unsettled Issues on an issue by issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position will more likely than not be sustained. Any discussions with respect to the evaluation shall be held with both Parties jointly, and such attorney shall send a copy of the evaluation (including any drafts thereof) to both Parties simultaneously. (d) If the evaluation discloses any EWS Unsettled Issues which do not fully meet the aforementioned standards as applicable, EWS shall be obligated to settle such issues with the IRS or equivalent state or local authority at its own cost and expense within a reasonable period of time after receipt of the evaluation. EWS shall be entitled to select the forum for such judicial proceedings, unless such proceedings involve SNI Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible. If EWS Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible are involved, SNI shall be entitled to participate in the selection of the forum for judicial proceedings. Each Party shall bear the costs of litigation in respect of its own issues.

Forum for Judicial Proceedings. (a) Prior to instituting legal proceedings with respect to an SNI a Journal Spinco Unsettled Issue, SNI Journal Spinco shall, at its sole cost and expense, unless EWS Journal agrees to waive the same, obtain an evaluation of the SNI Journal Spinco Unsettled Issues from an independent attorney experienced in the field of U.S. federal corporate income Taxation (or state or local Taxation, SOLICITORSin the case of a Combined Return), 095070, 000093, 102408079.1, Tax Allocation Agreement (Conformed Signatures) who shall be selected jointly by the Parties and who, in the case of a listed or reportable transaction for U.S. federal income Tax Purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The evaluation shall state, for the SNI Journal Spinco Unsettled Issues on an issue by issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position will more likely than not be sustained. Any discussions with respect to the evaluation shall be held with both Parties Journal and Journal Spinco jointly, and such attorney shall send a copy of the evaluation (including any drafts thereof) to both such Parties simultaneously. (b) If the evaluation discloses any SNI Journal Spinco Unsettled Issues which do not fully meet the aforementioned standards as applicable, SNI Journal Spinco shall be obligated to settle such issues with the IRS or equivalent state or local authority at its own cost and expense within a reasonable period of time after receipt of the evaluation. In any case where judicial proceedings are instituted, with respect to an Affiliation Year or Combined Year, EWS Journal shall be entitled to select the forum for such judicial proceedings, unless such proceedings involve SNI Journal Spinco Unsettled Issues or issues that could affect any Tax liability for which the SNI Journal Spinco Group may be responsible. If SNI Journal Spinco Unsettled Issues or issues that could affect any Tax liability for which the SNI Journal Spinco Group may be responsible are involved, SNI Journal Spinco shall be entitled to participate in the selection of the forum for judicial proceedings. Each Party shall bear the costs of litigation in respect of its own issues. (c) Prior to instituting legal proceedings with respect to an EWS Unsettled Issue, EWS shall, at its sole cost and expense, unless SNI agrees to waive the same, obtain an evaluation of the EWS Unsettled Issues from an independent attorney experienced in the field of U.S. federal corporate income Taxation, who shall be selected jointly by the Parties and who, in the case of a listed or reportable transaction for U.S. federal income Tax Purposes, is not a disqualified Tax advisor within the meaning of Section 6664(d)(3)(B)(ii) of the Code. The evaluation shall state, for the EWS Unsettled Issues on an issue by issue basis, whether, in the opinion of the attorney (which in the case of a listed transaction or reportable transaction for U.S. federal income Tax purposes does not constitute a disqualified Tax opinion as defined in Section 6664(d) of the Code) the filing position will more likely than not be sustained. Any discussions with respect to the evaluation shall be held with both Parties jointly, and such attorney shall send a copy of the evaluation (including any drafts thereof) to both Parties simultaneously. (d) If the evaluation discloses any EWS Unsettled Issues which do not fully meet the aforementioned standards as applicable, EWS shall be obligated to settle such issues with the IRS or equivalent state or local authority at its own cost and expense within a reasonable period of time after receipt of the evaluation. EWS shall be entitled to select the forum for such judicial proceedings, unless such proceedings involve SNI Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible. If EWS Unsettled Issues or issues that could affect any Tax liability for which the SNI Group may be responsible are involved, SNI shall be entitled to participate in the selection of the forum for judicial proceedings. Each Party shall bear the costs of litigation in respect of its own issues.