Provision of Services to Partnership by MediaNews Sample Clauses

Provision of Services to Partnership by MediaNews. (a) The Partners hereby agree that the Partnership shall obtain management services, operating, administrative, accounting, electronic media and/or other support services, newsprint purchase services, financial reporting services, human resource services, employee benefit plans and services, risk management services, tax reporting and tax return preparation services and other similar services which MediaNews Group, Inc., a Delaware corporation (“MNG”) provides to its own operating affiliates (collectively, the “MediaNews Support Services”) from MNG. However, Gannett Satellite Information Network, Inc., a Delaware corporation and the general partner of Gannett (“GANSAT”) shall, unless the Partnership requests otherwise, continue to provide newsprint purchase services to the Partnership’s newspapers located in Texas and New Mexico. Newsprint purchased for the Partnership by GANSAT shall be provided at GANSAT’s cost, including all vendor discounts related to newsprint purchased by the Partnership. Newsprint purchased for the Partnership by MNG shall be provided at MNG’s cost, including all vendor discounts related to newsprint purchased by the Partnership. (b) In exchange for these MediaNews Support Services, the Partnership shall pay MNG a management fee of $75,000 per annum, payable each year in advance commencing as of January 1, 2006, with an automatic 3% increase for each successive year that MNG provides the MediaNews Support Services. MNG shall begin providing the MediaNews Support Services after the closing of the transactions contemplated by the Contribution Agreement (as defined therein); provided that GANSAT will continue to provide equivalent support services to the Partnership’s newspapers located in Texas, New Mexico and Chambersburg, Pennsylvania for a limited period of time pursuant to a transitional services agreement in such form as shall be reasonably acceptable to Gannett and MediaNews (the “Transitional Services Agreement”). For periods on and after December 25, 2005, Partnership employees shall participate in defined contribution retirement, welfare and other employee benefit plans made available by MNG (the “New Plans”), and, as of December 25, 2005, Partnership employees shall cease active participation in employee benefit plans made available through Gannett (the “Gannett Plans”) (except as otherwise provided in the Transitional Services Agreement). Gannett shall be entitled to charge the Partnership for its allocated cost for the cov...
Sample 1
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Provision of Services to Partnership by MediaNews. The Partners hereby agree that the Partnership shall obtain management services, operating, administrative, accounting, electronic media and/or other support services, newsprint purchase services, financial reporting services, human resource services, risk management services, tax reporting and tax return preparation services and other similar services which MediaNews Group, Inc., a Delaware corporation, and the parent company of West Coast MediaNews ("MediaNews") provides to its own operating affiliates (collectively, the "MediaNews Support Services") from MediaNews. In exchange for these services, the Partnership shall pay MediaNews, on a monthly basis, an amount equal to 1.25 percent of the Partnership's gross revenues (as calculated in accordance with generally accepted accounting principles); provided, HOWEVER, that the amount of 1.25 percent may not be altered at any time without the unanimous vote of the Management Committee. All services and supplies including employee benefits and newsprint, shall be provided at cost without any adjustment for overhead or any other direct or indirect payment to MediaNews or its affiliates. MediaNews by agreeing to provide management services, agrees to perform those services with the degree of care that a reasonably prudent person would exercise and shall not enter into any transaction in which it may have a conflict of interest without the unanimous consent of the members of the Management Committee. If MediaNews should at anytime, due to bankruptcy, insolvency or similar incapacity, become unable to continue to provide such services on behalf of the Partnership, the Partners shall, by mutual agreement, make appropriate arrangements for the provisions of such services by one or more of the other Partners or their Affiliates, or by one or more third parties.
Sample 1
Provision of Services to Partnership by MediaNews. The Partners hereby agree that the Partnership shall obtain management services, operating, administrative, accounting, electronic media and/or other support services, newsprint purchase services, financial reporting services, human resource services, risk management services, tax reporting and tax return preparation services and other similar services which MediaNews Group, Inc., a Delaware corporation, and the parent company of West Coast MediaNews (“MediaNews”) provides to its own operating affiliates (collectively, the “MediaNews Support Services”) from MediaNews. In exchange for these services, the Partnership shall pay MediaNews, on a monthly basis, an amount equal to $5,400,000 per Fiscal Year commencing as of the Effective Date (the “Base Management Fee”). The Base Management Fee shall be subject to annual percentage increases or decreases, commencing with the Fiscal Year which begins on July 1, 2007, equal to any year-to-year changes in the Corporate Expenses of MNG; provided, however, that no annual percentage increase shall exceed (i) 5% in respect of a Fiscal Year in which the actual CNP EBITDA for such Fiscal Year exceeded the budgeted CNP EBITDA included in the initial Budget for such Fiscal Year approved by the Management Committee; or (ii) 3% in respect of any other Fiscal Year. The management fee payable to MediaNews under the Second Amended and Restated Partnership Agreement shall be prorated based on gross revenues generated by the Partnership through the Effective Date. The amount of the Base Management Fee and the adjustments set forth in this Section 8.9 may not be altered at any time without the unanimous vote of the Management Committee. All services and supplies including employee benefits and newsprint, shall be provided at cost without any adjustment for overhead or any other direct or indirect payment to MediaNews or its affiliates. MediaNews by agreeing to provide management services, agrees to perform those services with the degree of care that a reasonably prudent person would exercise and shall not enter into any transaction in which it may have a conflict of interest without the unanimous consent of the members of the Management Committee. If MediaNews should at anytime, due to bankruptcy, insolvency or similar incapacity, become unable to continue to provide such services on behalf of the Partnership, the Partners shall, by mutual agreement, make appropriate arrangements for the provisions of such services by one or more o...
Sample 1

Related to Provision of Services to Partnership by MediaNews

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