Common Contracts
2 similar Master Transaction Agreement contracts by Journal Communications Inc, Scripps E W Co /De
MASTER TRANSACTION AGREEMENT Dated as of July 30, 2014 by and among The E. W. Scripps Company, Scripps Media, Inc., Desk Spinco, Inc., Desk NP Operating, LLC, Desk NP Merger Co., Desk BC Merger, LLC, Journal Communications, Inc., Boat Spinco, Inc.,...Master Transaction Agreement • July 31st, 2014 • Journal Communications Inc • Newspapers: publishing or publishing & printing • New York
THIS MASTER TRANSACTION AGREEMENT (this “Agreement”), dated July 30, 2014, is by and among The E. W. Scripps Company, an Ohio corporation (“Scripps”), Scripps Media, Inc., a Delaware corporation and wholly owned subsidiary of Scripps (“SMI”), Desk Spinco, Inc., a Wisconsin corporation and wholly owned subsidiary of SMI (“Scripps Spinco”), Desk NP Operating, LLC, a Wisconsin limited liability company and wholly owned subsidiary of SMI (“SNOC”), Desk BC Merger, LLC, a Wisconsin limited liability company and wholly owned subsidiary of Scripps (“Scripps Broadcast Merger, LLC”), Journal Communications, Inc., a Wisconsin corporation (“Journal”), Boat Spinco, Inc., a Wisconsin corporation and wholly owned subsidiary of Journal (“Journal Spinco”), Boat NP Newco, Inc., a Wisconsin corporation (“Newco”), Desk NP Merger Co., a Wisconsin corporation and wholly owned subsidiary of Newco (“Scripps Newspaper Merger Sub”) and Boat NP Merger Co., a Wisconsin corporation and wholly owned subsidiary of N
MASTER TRANSACTION AGREEMENT Dated as of July 30, 2014 by and among The E. W. Scripps Company, Scripps Media, Inc., Desk Spinco, Inc., Desk NP Operating, LLC, Desk NP Merger Co., Desk BC Merger, LLC, Journal Communications, Inc., Boat Spinco, Inc.,...Master Transaction Agreement • July 31st, 2014 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • New York
Page ARTICLE 1 DEFINITIONS 3 Section 1.01 Definitions 3 Section 1.02 Other Definitional and Interpretative Provisions 27 ARTICLE 2 SEPARATION OF SCRIPPS NEWSPAPER ASSETS; DISTRIBUTION OF SCRIPPS SPINCO 28 Section 2.01 Scripps Pre-Newspaper Distribution Transactions 28 Section 2.02 Timing of Scripps Newspaper Distribution 29 Section 2.03 Transfer of Assets; Assumption of Liabilities 29 Section 2.04 Governmental Approvals; Consents 30 Section 2.05 Termination of Agreements 31 Section 2.06 Scripps Newspaper Distribution 31 ARTICLE 3 SEPARATION OF JOURNAL NEWSPAPER ASSETS; DISTRIBUTION OF JOURNAL SPINCO 32 Section 3.01 Journal Pre-Newspaper Distribution Transactions 32 Section 3.02 Timing of Journal Newspaper Distribution 32 Section 3.03 Transfer of Assets; Assumption of Liabilities 32 Section 3.04 Governmental Approvals; Consents 33 Section 3.05 Termination of Agreements 34 Section 3.06 Journal Newspaper Distribution 34 ARTICLE 4 ORGANIZATION OF NEWCO A
