SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • March 20th, 2019 • Twenty-First Century Fox, Inc. • Cable & other pay television services • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of March 19, 2019, by and between Twenty-First Century Fox, Inc., a Delaware corporation (“Remainco”), and Fox Corporation, a Delaware corporation and a wholly owned Subsidiary of Remainco (formerly named New Fox, Inc. and at times referred to as such in documentation relating to the Separation and Distribution (each as defined below)) (“FOX” and together with Remainco, each a “Party” and collectively the “Parties”). Capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I of this Agreement.
TAX MATTERS AGREEMENT Between TWENTY-FIRST CENTURY FOX, INC., FOX CORPORATION, and THE WALT DISNEY COMPANY Dated as of March 19, 2019Tax Matters Agreement • March 20th, 2019 • Twenty-First Century Fox, Inc. • Cable & other pay television services • Delaware
This TAX MATTERS AGREEMENT (this “Agreement”), dated as of March 19, 2019, by and between TWENTY-FIRST CENTURY FOX, INC., a Delaware corporation (“Remainco”), FOX CORPORATION, a Delaware corporation and a wholly owned subsidiary of Remainco (formerly named New Fox, Inc.) (“FOX”), and THE WALT DISNEY COMPANY, a Delaware corporation (“Disney”).
Partial Assignment and Assumption AgreementAssignment and Assumption Agreement • March 20th, 2019 • Twenty-First Century Fox, Inc. • Cable & other pay television services
This Partial Assignment and Assumption Agreement (this “Agreement”) dated as of March 18, 2019, is entered into among Twenty-First Century Fox, Inc. (formerly News Corporation at the time of the execution of the News Corp Separation Agreement (as defined below)) (“Assignor”), Fox Corporation (“Assignee”) and, solely with respect to Section 4, Section 5 and Section 6 hereof, News Corporation (formerly New Newscorp Inc at the time of the execution of the News Corp Separation Agreement) (“News Corp”) and News Corp Holdings UK & Ireland (“News Corp UK & Ireland”). Any terms used but not defined herein shall have the meaning attributed to them in the Separation and Distribution Agreement among News Corporation, New Newscorp Inc and News Corp Holdings UK & Ireland, dated June 28, 2013 (the “News Corp Separation Agreement”).
