Common use of Obligations to File Tax Returns Clause in Contracts

Obligations to File Tax Returns. (a) The DHC Group shall have the sole and exclusive responsibility for the preparation and filing of each Tax Return filed or required to be filed after the Distribution Date that includes any member of the DHC Group (each, a “DHC Filed Tax Return”). Upon DHC’s request, Spinco shall prepare and deliver to DHC in a manner consistent with past practices pro forma Tax Returns and Tax Information Packages with respect to each member of the Spinco Group or portion of the Spinco Business and Assets required to be included in, or reflected on, a DHC Filed Tax Return no later than ninety (90) days before the due date for the filing of the relevant Tax Return. DHC shall provide to Spinco no later than thirty (30) days in advance of the due date for the filing thereof, and Spinco shall have a reasonable opportunity to review and comment on, any such DHC Filed Tax Return (or the relevant portion thereof) to the extent that Spinco is responsible for any portion of the Taxes reported on such DHC Filed Tax Return. Each member of the Spinco Group hereby irrevocably authorizes and designates DHC as its agent for the purpose of taking any and all actions necessary or incidental to the filing of any such DHC Filed Tax Returns and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Entity in respect of a DHC Filed Tax Return. Except as otherwise provided herein, DHC shall have the exclusive right to file, prosecute, compromise or settle any claim for, or refund of, Taxes in respect of a DHC Filed Tax Return and to determine whether any refunds of Taxes to which the DHC Group may be entitled shall be received by way of refund or credit against the Tax liability of the DHC Group. For purposes of this Section 2.01, validly filed extensions of time to file tax returns should be treated as extending the date such returns are required to be filed.

Obligations to File Tax Returns. (a) The DHC Group Tribune shall have the sole prepare and exclusive responsibility for the preparation and filing of each file or cause to be filed any Tax Return filed or that is required to be filed (whether before, on or after the Distribution Date Date) that includes includes, or otherwise reflects the income and activities of, both (i) one or more members of the Tribune Group and (ii) one or more members of 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 DHC Group (eachTribune 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 “DHC Filed Tax Return”). Upon DHC’s request, Spinco shall prepare and deliver to DHC in a manner basis that is consistent with past practices pro forma the Distribution Tax Returns and Tax Information Packages with respect to each member of Opinion, the Spinco Group or portion of the Spinco Business and Assets required to be included in, or reflected on, a DHC Filed Tax Return no later than ninety (90) days before the due date for the filing of the relevant Tax Return. DHC shall provide to Spinco no later than thirty (30) days in advance of the due date for the filing thereofIRS Ruling, and Spinco shall have a reasonable opportunity to review and comment on, any such DHC Filed Tax Return (or the relevant portion thereof) to the extent that Spinco is responsible for any portion of the Taxes reported on such DHC Filed Tax Returnpast practice. Each member of the Spinco Tribune Publishing Group hereby irrevocably authorizes and designates DHC Tribune as its agent agent, coordinator and administrator for the purpose of taking any and all actions necessary or incidental to the filing of any such DHC Filed Tax Returns Tribune Return and, except as otherwise provided herein, for the purpose of making payments to, or collecting refunds from, any Governmental Entity Taxing Authority in respect of a DHC Filed 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 Tribune Return. Except as otherwise provided herein, DHC Tribune shall have the exclusive right to file, prosecute, compromise or settle any claim for, or for refund of, for Taxes in respect of a DHC Filed Tax Tribune Return for which Tribune bears responsibility hereunder and to determine whether any refunds of such Taxes to which any member of the DHC Tribune Group may be entitled shall be received by way of refund or credit against the Tax liability of such member of the DHC Tribune Group. For purposes , 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 Section 2.01, validly filed extensions of time to file tax returns should be treated as extending the date such returns are required to be filedAgreement.