Common use of Obligations to File Tax Returns Clause in Contracts

Obligations to File Tax Returns. (a) WHI will have the sole and exclusive responsibility for the preparation and filing of all Tax Returns that any member of the WHI Group is obligated to file, including for this purpose those Tax Returns that include any member of the CS&L Group for any Pre-Closing Period or any Straddle Period. CS&L, on behalf of each member of the CS&L Group, hereby irrevocably authorizes and designates WHI as its agent, coordinator and administrator for the purpose of taking any and all actions necessary to the filing of any such Tax Return and for the purpose of making payments to, or collecting refunds from, any Taxing Authority in respect of any such Tax Return. Except as otherwise provided herein, WHI shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Taxes in respect of a Tax Return for which WHI bears responsibility under this Section 2.1(a) and to determine whether any refunds of such Taxes to which the WHI Group may be entitled shall be received by way of refund or credit against the Tax liability of the WHI Group. (b) Except as provided herein, CS&L shall have the sole and exclusive responsibility for the preparation of all Tax Returns that include any member of the CS&L Group for any Post-Closing Period. Except as otherwise provided herein, CS&L shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Taxes in respect of a Tax Return for which CS&L bears responsibility under this Section 2.1(b) and to determine whether any refunds of such Taxes to which the CS&L Group may be entitled shall be received by way of refund or credit against the Tax liability of the CS&L Group. (c) To the extent permitted by law or administrative practice in any jurisdiction in which Tax Returns that include any member of the CS&L Group are filed, the Parties shall cause the current Taxable period of such member of the CS&L Group to end at the end of the Distribution Date. (d) WHI shall have the sole and exclusive responsibility for the preparation and filing of all Tax Returns that include any member of the CS&L Group for any Straddle Period. No later than twenty (20) Business Days prior to the date on which any such Straddle Period Tax Return is required to be filed (taking into account any valid extensions), WHI shall submit or cause to be submitted to CS&L a draft of such Straddle Period Tax Return for CS&L’s review. WHI shall make or cause to be made any and all changes to such Tax Return reasonably requested by CS&L, to the extent that such changes do not materially increase the amount of Tax for which WHI is responsible hereunder and shall consider, in good faith, other changes reasonably requested by CS&L; provided, however, that CS&L must submit to WHI its proposed changes to such Tax Return in writing within ten (10) Business Days of receiving such Tax Return.

Obligations to File Tax Returns. (a) WHI Xxxxxx will have the sole and exclusive responsibility for the preparation and filing of all Tax Returns that any member of the WHI Xxxxxx Group is obligated to file, including for this purpose those Tax Returns that include any member of the CS&L FCPT Group for any Pre-Closing Period or any Straddle Period. CS&LFCPT, on behalf of each member of the CS&L FCPT Group, hereby irrevocably authorizes and designates WHI Xxxxxx as its agent, coordinator coordinator, and administrator for the purpose of taking any and all actions necessary to the filing of any such Tax Return and for the purpose of making payments to, or collecting refunds from, any Taxing Authority in respect of any such Tax Return. Except as otherwise provided herein, WHI Xxxxxx shall have the exclusive right to file, prosecute, compromise, or settle any claim for refund for Taxes in respect of a Tax Return for which Xxxxxx bears responsibility under this Section 2.1(a) and to determine whether any refunds of such Taxes to which the Xxxxxx Group may be entitled shall be received by way of refund or credit against the Tax liability of the Xxxxxx Group. (b) Except as provided herein, FCPT shall have the sole and exclusive responsibility for the preparation of all Tax Returns that include any member of the FCPT Group for any Post-Closing Period. Except as otherwise provided herein, FCPT shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Taxes in respect of a Tax Return for which WHI FCPT bears responsibility under this Section 2.1(a2.1(b) and to determine whether any refunds of such Taxes to which the WHI FCPT Group may be entitled shall be received by way of refund or credit against the Tax liability of the WHI Group. (b) Except as provided herein, CS&L shall have the sole and exclusive responsibility for the preparation of all Tax Returns that include any member of the CS&L Group for any Post-Closing Period. Except as otherwise provided herein, CS&L shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Taxes in respect of a Tax Return for which CS&L bears responsibility under this Section 2.1(b) and to determine whether any refunds of such Taxes to which the CS&L Group may be entitled shall be received by way of refund or credit against the Tax liability of the CS&L FCPT Group. (c) To the extent permitted by law or administrative practice in any jurisdiction in which Tax Returns that include any member of the CS&L FCPT Group are filed, the Parties shall cause the current Taxable period of such member of the CS&L FCPT Group to end at upon the end of day on the Distribution Date. (d) WHI Xxxxxx shall have the sole and exclusive responsibility for the preparation and filing of all Tax Returns that include any member of the CS&L FCPT Group for any Straddle Period. No . (i) Except as provided in Section 2.1(d)(ii), no later than twenty (20) Business Days prior to the date on which any such Straddle Period Tax Return is required to be filed (taking into account any valid extensions), WHI Xxxxxx shall submit or cause to be submitted to CS&L FCPT a draft of such Straddle Period Tax Return for CS&LFCPT’s review. WHI Xxxxxx shall make or cause to be made any and all changes to such Tax Return reasonably requested by CS&LFCPT, to the extent that such changes do not materially increase the amount of Tax for which WHI Xxxxxx is responsible hereunder and shall consider, in good faith, other changes reasonably requested by CS&LFCPT; provided, however, that CS&L FCPT must submit to WHI Xxxxxx its proposed changes to such Tax Return in writing within ten (10) Business Days of receiving such Tax Return. (ii) Notwithstanding the foregoing, for sales and liquor Tax Returns, no later than five (5) Business Days after the date on which any sales or liquor Straddle Period Tax Return is required to be filed (taking into account any valid extensions), Xxxxxx shall submit or cause to be submitted to FCPT a copy of such Straddle Period Tax Return as filed for FCPT’s review. Xxxxxx shall amend or correct or cause to be amended or corrected such Tax Return to reflect any and all changes to reasonably requested by FCPT, to the extent that such changes do not materially increase the amount of Tax for which Xxxxxx is responsible hereunder and shall consider, in good faith, other changes reasonably requested by FCPT; provided, however, that FCPT must submit to Xxxxxx its proposed changes to such Tax Return in writing within five (5) Business Days of receiving such Tax Return.

Obligations to File Tax Returns. (a) WHI will have Tribune shall prepare and file or cause to be filed any Tax Return that is required to be filed (whether before, on or after the sole Distribution Date) that includes, or otherwise reflects the income and exclusive responsibility for activities of, both (i) one or more members of the preparation Tribune Group and filing (ii) one or more members of all Tax Returns the Tribune Publishing Group (a “Tribune Return”). In the event that under applicable law any Tribune Return must be filed by any member of the WHI Group Tribune Publishing Group, Tribune Publishing and Tribune shall reasonably cooperate in filing such Tribune Return and, subject to Section 2.04, remitting any Taxes due in connection with such Tribune Return. All Tribune Returns shall be prepared on a basis that is obligated to fileconsistent with the Distribution Tax Opinion, including for this purpose those Tax Returns that include any the IRS Ruling, and past practice. Each member of the CS&L Tribune Publishing Group for any Pre-Closing Period or any Straddle Period. CS&L, on behalf of each member of the CS&L Group, hereby irrevocably authorizes and designates WHI Tribune as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Tax Tribune Return and and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Taxing Authority in respect of a Tribune Return. Tribune Publishing shall cause members of the Tribune Publishing Group to promptly prepare and deliver to Tribune in a manner consistent with past practices pro forma Tax Returns and tax information packages with respect to any such Tax Tribune Return. Except as otherwise provided herein, WHI Tribune shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Taxes in respect of a Tax Tribune Return for which WHI Tribune bears responsibility under this Section 2.1(a) hereunder and to determine whether any refunds of such Taxes to which any member of the WHI Tribune Group may be entitled shall be received by way of refund or credit against the Tax liability of such member of the WHI Tribune Group, provided, however, that Tribune Publishing shall be entitled to participate in the pursuit of such Tax refund claim at its own expense if Tribune Publishing would receive such Tax refund under the terms of this Agreement. (b) Except as provided hereinTribune Publishing shall prepare and file or cause to be filed any other Tax Return with respect to one or more members of the Tribune Publishing Group that includes a portion of the Pre-Distribution Period (a “Tribune Publishing Return”) that is required to be filed after the Distribution Date. For the avoidance of doubt, CS&L shall have the sole term “Tribune Publishing Return” includes any Tax Return (other than a Tribune Return) for any taxable period that includes a portion of the Pre-Distribution Period and exclusive responsibility for relates to one or more members of the preparation of all Tax Returns Tribune Publishing Group. In the event that include under applicable law any Tribune Publishing Return must be filed by any member of the CS&L Group for Tribune Group, Tribune Publishing and Tribune shall reasonably cooperate in filing such Tribune Publishing Return and, subject to Section 2.04, remitting any Post-Closing PeriodTaxes due in connection with such Tribune Publishing Return. All Tribune Publishing Returns shall be prepared on a basis that is consistent with the Distribution Tax Opinion, the IRS Ruling and past practice. Except as otherwise provided herein, CS&L Tribune Publishing shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Taxes in respect of a Tax Tribune Publishing Return for which CS&L Tribune Publishing bears responsibility under this Section 2.1(b) hereunder and to determine whether any refunds of such Taxes to which members of the CS&L Tribune Publishing Group may be entitled shall be received by way of refund or credit against the Tax liability of the CS&L Group. (c) To the extent permitted by law or administrative practice in any jurisdiction in which Tax Returns that include any member of the CS&L Group are filedsuch members, the Parties shall cause the current Taxable period of such member of the CS&L Group to end at the end of the Distribution Date. (d) WHI shall have the sole and exclusive responsibility for the preparation and filing of all Tax Returns that include any member of the CS&L Group for any Straddle Period. No later than twenty (20) Business Days prior to the date on which any such Straddle Period Tax Return is required to be filed (taking into account any valid extensions), WHI shall submit or cause to be submitted to CS&L a draft of such Straddle Period Tax Return for CS&L’s review. WHI shall make or cause to be made any and all changes to such Tax Return reasonably requested by CS&L, to the extent that such changes do not materially increase the amount of Tax for which WHI is responsible hereunder and shall consider, in good faith, other changes reasonably requested by CS&L; provided, however, that CS&L must submit Tribune shall be entitled to WHI its proposed changes to participate in the pursuit of such Tax Return in writing within ten (10) Business Days of receiving refund claim at its own expense if Tribune would receive such Tax Returnrefund under the terms of this Agreement.

Obligations to File Tax Returns. (a) WHI will Except as provided herein, WIN shall have the sole and exclusive responsibility for the preparation and filing of all Tax Returns that include Holdings or any member of the WHI Group is obligated Division Subsidiaries or that otherwise relate to file, including for this purpose those Tax Returns that include any member of the CS&L Group Division for any Pre-Closing Period or any Straddle Period. CS&LHoldings, on behalf of itself and each member of the CS&L GroupDivision Subsidiary, hereby irrevocably authorizes and designates WHI WIN as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Tax Return and for the purpose of making payments to, or collecting refunds from, any Taxing Authority in respect of any such Tax Return. Except as otherwise provided herein, WHI WIN shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Taxes in respect of a Tax Return for which WHI WIN bears responsibility under this Section 2.1(a) and to determine whether any refunds of such Taxes to which the WHI WIN Consolidated Group may be entitled shall be received by way of refund or credit against the Tax liability of the WHI WIN Consolidated Group. (b) Except as provided herein, CS&L Holdings shall have the sole and exclusive responsibility for the preparation of all Tax Returns that include Holdings or any member of the CS&L Group Division Subsidiaries or that otherwise relate to the Division for any Post-Closing Period. Except as otherwise provided herein, CS&L Holdings shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Taxes in respect of a Tax Return for which CS&L Holdings bears responsibility under this Section 2.1(b) and to determine whether any refunds of such Taxes to which the CS&L Holdings Consolidated Group may be entitled shall be received by way of refund or credit against the Tax liability of the CS&L Holdings Consolidated Group. (c) To the extent permitted by law or administrative practice in any jurisdiction in which Tax Returns that include Holdings or any member of the CS&L Group Division Subsidiaries or that otherwise relate to the Division are filed, the Parties shall cause the current Taxable period of such member of the CS&L Group Holdings or any Division Subsidiary to end at the end of the Distribution Closing Date. (d) WHI Except as provided herein, WIN shall have the sole and exclusive responsibility for the preparation and filing of all Tax Returns that include Holdings or any member of the CS&L Group Division Subsidiaries or that otherwise relate to the Division for any Straddle Period. No later than twenty sixty (2060) Business Days prior to the date on which any such Straddle Period Tax Return is required to be filed (taking into account any valid extensions), WHI WIN shall submit or cause to be submitted to CS&L Holdings a draft of such Straddle Period Tax Return for CS&L’s Holdings’ review. WHI WIN shall make or cause to be made any and all changes to such Tax Return reasonably requested by CS&LHoldings, to the extent that such changes do not materially increase the amount of Tax for which WHI WIN is responsible hereunder and shall consider, in good faith, other changes reasonably requested by CS&LHoldings; provided, however, that CS&L Holdings must submit to WHI WIN its proposed changes to such Tax Return in writing within ten thirty (1030) Business Days of receiving such Tax Return.

Obligations to File Tax Returns. (a) WHI will have Verizon shall prepare and file or cause to be filed any Tax Return that is required to be filed (whether before, on or after the sole Distribution Date) that includes both (i) one or more members of the Verizon Group and exclusive responsibility for (ii) one or more members of the preparation and filing of all Tax Returns Spinco Group (a “Verizon Return”). In the event that under applicable law any Verizon Return must be filed by any member of the WHI Group Company Group, the Company and Verizon shall reasonably cooperate in filing such Verizon Return and, subject to Section 2.04, remitting any Taxes due in connection with such Verizon Return. All Verizon Returns shall be prepared on a basis that is obligated to fileconsistent with the Distribution Tax Opinion, including for this purpose those the Merger Tax Returns that include any Opinions, the IRS Ruling, and past practice. Each member of the CS&L Spinco Group for any Pre-Closing Period or any Straddle Period. CS&L, on behalf of each member of the CS&L Group, hereby irrevocably authorizes and designates WHI Verizon as its agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such Tax Verizon Return and and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Taxing Authority in respect of a Verizon Return. The Company shall cause members of the Spinco Group to promptly prepare and deliver to Verizon in a manner consistent with past practices pro forma Tax Returns and tax information packages with respect to any such Tax Verizon Return. Except as otherwise provided herein, WHI Verizon shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Taxes in respect of a Tax Verizon Return for which WHI Verizon bears responsibility under this Section 2.1(a) hereunder and to determine whether any refunds of such Taxes to which the WHI Verizon Consolidated Group may be entitled shall be received by way of refund or credit against the Tax liability of the WHI Verizon Consolidated Group, provided, however, that the Company shall be entitled to participate in the pursuit of such Tax refund claim at its own expense if the Company would receive such Tax refund under the terms of this Agreement. (b) Except as provided hereinThe Company shall prepare and file or cause to be filed any other Tax Return with respect to one or more members of the Spinco Group that includes a portion of the Pre-Distribution Period (a “Spinco Return”) that is required to be filed after the Distribution Date. For the avoidance of doubt, CS&L shall have the sole term “Spinco Return” includes any Tax Return (other than a Verizon Return or a Tax Return described in Section 2.01(c)) for any taxable period that includes a portion of the Pre-Distribution Period and exclusive responsibility for relates to one or more members of the preparation of all Tax Returns Spinco Group. In the event that include under applicable law any Spinco Return must be filed by any member of the CS&L Group for Verizon Group, the Company and Verizon shall reasonably cooperate in filing such Spinco Return and, subject to Section 2.04, remitting any Post-Closing PeriodTaxes due in connection with such Spinco Return. All Spinco Returns shall be prepared on a basis that is consistent with the Distribution Tax Opinion, the Merger Tax Opinions, the IRS Ruling and past practice. Except as otherwise provided herein, CS&L the Company shall have the exclusive right to file, prosecute, compromise or settle any claim for refund for Taxes in respect of a Tax Spinco Return for which CS&L the Company bears responsibility under this Section 2.1(b) hereunder and to determine whether any refunds of such Taxes to which members of the CS&L Spinco Group may be entitled shall be received by way of refund or credit against the Tax liability of such members, provided, however, that Verizon shall be entitled to participate in the CS&L Grouppursuit of such Tax refund claim at its own expense if Verizon would receive such Tax refund under the terms of this Agreement. (c) To In the extent permitted by law or administrative practice in any jurisdiction in which Tax Returns event that include any member of the CS&L Verizon Group are filed, the Parties shall cause the current Taxable period of such member conducts any portion of the CS&L Group Spinco Business prior to end at the end of the Distribution Date. (d) WHI shall have Date and is required to file any Tax Return with respect to any item of income, loss, gain, deduction or credit relating to the sole and exclusive responsibility for Spinco Business prior to the preparation and filing of all Tax Returns Distribution Date that include is not a Verizon Return or any member of the CS&L Spinco Group for conducts any Straddle Period. No later than twenty (20) portion of the Verizon Business Days prior to the date on which any such Straddle Period Tax Return Distribution Date and is required to be filed (taking into account file any valid extensions), WHI shall submit or cause to be submitted to CS&L a draft of such Straddle Period Tax Return for CS&L’s review. WHI with respect to any item of income, loss, gain, deduction or credit relating to the Verizon Business prior to the Distribution Date that is not a Verizon Return, the principles of this Agreement relating to Verizon Returns shall make or cause apply to be made any and all changes to such Tax Return reasonably requested by CS&L, to the extent that such changes do not materially increase the amount of Tax for which WHI is responsible hereunder and shall consider, in good faith, other changes reasonably requested by CS&L; provided, however, that CS&L must submit to WHI its proposed changes to such Tax Return in writing within ten (10) Business Days of receiving such Tax ReturnReturns except as otherwise provided herein.