Common Contracts
2 similar Tax Matters Agreement contracts by Journal Communications Inc, Scripps E W Co /De
JOURNAL TAX MATTERS AGREEMENT Dated as of July 30, 2014 by and among DESK BC MERGER, LLC, as successor in interest to JOURNAL COMMUNICATIONS, INC., and JOURNAL COMMUNICATIONS, INC., on the one hand, and BOAT SPINCO, INC. and BOAT NP NEWCO, INC., on...Tax Matters Agreement • July 31st, 2014 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • New York
Page ARTICLE I DEFINITIONS AND STANDARDS SECTION 1.01. Definitions 2 SECTION 1.02. General Interpretive Principles 12 SECTION 1.03. Applicable Standards 12 ARTICLE II U.S. CONSOLIDATED FEDERAL INCOME TAX LIABILITIES SECTION 2.01. Affiliation Years 13 SECTION 2.02. 2015 Taxable Year 13 SECTION 2.03. U.S. Federal Alternative Minimum Tax 16 ARTICLE III U.S. COMBINED STATE AND LOCAL INCOME TAX LIABILITIES SECTION 3.01. Returns Covered 16 SECTION 3.02. Liability of Journal Spinco 16 SECTION 3.03. Operating Losses 17 SECTION 3.04. Short-Year State and Local Returns 17 SECTION 3.05. Estimated Taxes, Etc 17 SECTION 3.06. Adjustments 18 ARTICLE IV EPARATE TAX RETURN OBLIGATIONS SECTION 4.01. Journal Spinco Tax Liability 18 SECTION 4.02. Scripps Tax Liability 18 SECTION 4.03. Separate Return Adjustments 18 ARTICLE V TAX-FREE STATUS OF DISTRIBUTION SECTION 5.01. Tax-Free Status Opinion, Etc 18 SECTION 5.02. Maintaining Status of Active Business 19 SECTION 5.03. L
JOURNAL TAX MATTERS AGREEMENT Dated as of July 30, 2014 by and among DESK BC MERGER, LLC, as successor in interest to JOURNAL COMMUNICATIONS, INC., and JOURNAL COMMUNICATIONS, INC., on the one hand, and BOAT SPINCO, INC. and BOAT NP NEWCO, INC., on...Tax Matters Agreement • July 31st, 2014 • Journal Communications Inc • Newspapers: publishing or publishing & printing • New York
THIS JOURNAL TAX MATTERS AGREEMENT (this “Agreement”) is dated as of the 30th day of July, 2014, by and among (i) Desk BC Merger, LLC, a Wisconsin limited liability company (“Scripps LLC”) as successor in interest to Journal Communications Inc., a Wisconsin corporation (“Journal”), and Journal, on the one hand, and (ii) Boat NP Newco, Inc., a Wisconsin corporation (“Newco”), and Journal Spinco, Inc., a Wisconsin corporation and an indirect subsidiary of Journal (“Journal Spinco”), on the other hand. Capitalized terms used in this Agreement are defined as set forth in Section 1.01.
