Common use of Activities Prior to the Escrow Release Clause in Contracts

Activities Prior to the Escrow Release. (a) Prior to the Escrow Release Date, Merger Sub’s primary activities will be restricted to issuing the Notes, issuing capital stock and receiving capital contributions, performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement, performing its obligations under the Transaction Agreement, if any, consummating the Transactions and the Escrow Release, redeeming the Notes pursuant to the Special Mandatory Redemption, if applicable, and conducting such other activities as are necessary or appropriate to carry out the activities described above and in the Transaction Agreement. Prior to the Escrow Release Date, Merger Sub will not own, hold or otherwise have any interest in any assets other than the Escrow Account, cash and Cash Equivalents and its rights under the Transaction Agreement. (b) Prior to the Escrow Release Date, Staples, Inc. and its Subsidiaries shall not be subject to any of the covenants set forth in this Indenture or otherwise obligated under this Indenture.

Activities Prior to the Escrow Release. (a) Prior to the Escrow Release Date, Merger Subthe Escrow Issuer’s primary activities will be restricted to issuing financing for the ION Acquisition (including the Notes and the Unsecured Notes), issuing capital stock and receiving capital contributionscontributions therefor from Scripps, performing its obligations in respect of the Notes and the Unsecured Notes under this Indenture, the Unsecured Indenture and the Escrow Agreement, performing its obligations under directing the Transaction Agreement, if anyEscrow Agent to invest funds in the Escrow Account and the escrow account for the Unsecured Notes in Eligible Escrow Investments, consummating the Transactions to which it is a party and the Escrow Release, redeeming or repaying the Notes, the Unsecured Notes pursuant to and any other financing for the Special Mandatory RedemptionION Acquisition, if applicable, pursuant to mandatory redemption provisions and conducting such other activities as are necessary or appropriate to carry out the activities described above and in the Transaction Agreement. Prior to the Escrow Release Date, Merger Sub will not own, hold or otherwise have any interest in any assets other than the Escrow Account, cash and Cash Equivalents and its rights under the Transaction Agreementabove. (b) Prior to the Escrow Release Date, Staples, Inc. Scripps and its Subsidiaries shall not be subject to any of the covenants set forth in this Indenture or otherwise obligated under this Indenturehereunder, other than with respect to the Scripps Escrow Guaranteed Obligations.

Activities Prior to the Escrow Release. (a) Prior to the Escrow Release Date, Merger Subthe Escrow Issuer’s primary activities will be restricted to issuing the Notes, issuing capital stock and receiving capital contributionscontributions therefor from Scripps, performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement, performing its obligations under directing the Transaction Agreement, if anyEscrow Agent to invest funds in the Escrow Account in Eligible Escrow Investments, consummating the Transactions to which it is a party and the Escrow Release, redeeming the Notes pursuant to the Special Mandatory Redemption, if applicable, and conducting such other activities as are necessary or appropriate to carry out the activities described above and in the Transaction Agreementabove. Prior to the Escrow Release Date, Merger Sub the Company will not own, hold or otherwise have any interest in any assets other than the Escrow Account, Account and cash and Cash Equivalents and its rights under the Transaction AgreementEquivalents. (b) Prior to the Escrow Release Date, Staples, Inc. the Company and its Subsidiaries shall not be subject to any of the covenants set forth in this Indenture or otherwise obligated under this Indenturehereunder, other than with respect to the Scripps Escrow Guaranteed Obligations.

Activities Prior to the Escrow Release. (a) Prior to the Escrow Release Date, Merger Subthe Escrow Issuer’s primary activities will be restricted to issuing financing for the ION Acquisition (including the Notes and the Secured Notes), issuing capital stock and receiving capital contributionscontributions therefor from Scripps, performing its obligations in respect of the Notes and the Secured Notes under this Indenture, the Secured Indenture and the Escrow Agreement, performing its obligations under directing the Transaction Agreement, if anyEscrow Agent to invest funds in the Escrow Account and the escrow account for the Secured Notes in Eligible Escrow Investments, consummating the Transactions to which it is a party and the Escrow Release, redeeming or repaying the Notes, the Secured Notes pursuant to and any other financing for the Special Mandatory RedemptionION Acquisition, if applicable, pursuant to mandatory redemption provisions and conducting such other activities as are necessary or appropriate to carry out the activities described above and in the Transaction Agreement. Prior to the Escrow Release Date, Merger Sub will not own, hold or otherwise have any interest in any assets other than the Escrow Account, cash and Cash Equivalents and its rights under the Transaction Agreementabove. (b) Prior to the Escrow Release Date, Staples, Inc. Scripps and its Subsidiaries shall not be subject to any of the covenants set forth in this Indenture or otherwise obligated under this Indenturehereunder, other than with respect to the Scripps Escrow Guaranteed Obligations.

Activities Prior to the Escrow Release. (a) Prior to the Escrow Release Date, Merger Subthe Company’s primary activities will be restricted to issuing the Notes, issuing capital stock and receiving capital contributionscontributions therefor from Xxxx TV, performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement, performing its obligations under directing the Transaction Agreement, if anyEscrow Agent to invest funds in the Escrow Account in Eligible Escrow Investments, consummating the Transactions to which it is a party and the Escrow Release, redeeming the Notes pursuant to the Special Mandatory Redemption, if applicable, and conducting such other activities as are necessary or appropriate to carry out the activities described above and in the Transaction Agreementabove. Prior to the Escrow Release Date, Merger Sub the Company will not own, hold or otherwise have any interest in any assets other than the Escrow Account, Account and cash and Cash Equivalents and its rights under the Transaction AgreementEquivalents. (b) Prior to the Escrow Release Date, Staplesthe Company, Inc. Xxxxxxxx LMG and its their respective Subsidiaries shall not be subject to any of the covenants set forth in this Indenture or otherwise obligated under this Indenturehereunder.

Activities Prior to the Escrow Release. (a) Prior to the Escrow Release Date, Merger Subthe Company’s primary activities will be restricted to issuing the Notes, issuing capital stock and receiving capital contributionscontributions therefor from Xxxx TV, performing its obligations in respect of the Notes under this Indenture and the Escrow Agreement, performing its obligations under directing the Transaction Agreement, if anyEscrow Agent to invest funds in the Escrow Account in Eligible Escrow Investments, consummating the Transactions to which it is a party and the Escrow Release, redeeming the Notes pursuant to the Special Mandatory Redemption, if applicable, and conducting such other activities as are necessary or appropriate to carry out the activities described above and in the Transaction Agreementabove. Prior to the Escrow Release Date, Merger Sub the Company will not own, hold or otherwise have any interest in any assets other than the Escrow Account, Account and cash and Cash Equivalents and its rights under the Transaction AgreementEquivalents. (b) Prior to the Escrow Release Date, Staplesthe Company, Inc. Raycom and its their respective Subsidiaries shall not be subject to any of the covenants set forth in this Indenture or otherwise obligated under this Indenturehereunder.