New York Times Co Sample Contracts

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EXHIBIT 2.1 ASSET PURCHASE AGREEMENT dated as of January 31, 2001
Asset Purchase Agreement • April 2nd, 2001 • New York Times Co • Newspapers: publishing or publishing & printing • New York
ARTICLE II LEASE OF PROPERTY; TERM OF LEASE
Lease Agreement • February 22nd, 2002 • New York Times Co • Newspapers: publishing or publishing & printing • New York
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 27, 2022 among THE NEW YORK TIMES COMPANY, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto JPMORGAN CHASE...
Credit Agreement • July 28th, 2022 • New York Times Co • Newspapers: publishing or publishing & printing • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of July 27, 2022 among THE NEW YORK TIMES COMPANY, a New York corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Lock-Up Agreement February 1, 1999
Lock-Up Agreement • May 24th, 1999 • New York Times Co • Newspapers: publishing or publishing & printing

The undersigned understands that you, as representatives (the "Representatives"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the "Underwriters"), with TheStreet.com, Inc., a Delaware corporation (the "Company"), providing for a public offering (the "Offering") of the Common Stock of the Company (the "Shares") pursuant to a Registration Statement on Form S-1 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "SEC").

GLOBE VOTING TRUST
Voting Trust Agreement • March 11th, 1996 • New York Times Co • Newspapers: publishing or publishing & printing
Exhibit I
Joint Filing Agreement and Power of Attorney • August 10th, 2005 • New York Times Co • Newspapers: publishing or publishing & printing
The New York Times Company Certain Sections of this Indenture relating to Sections 3.10 through 3.18, inclusive, of the Trust Indenture Act of 1939:
Indenture • February 28th, 2023 • New York Times Co • Newspapers: publishing or publishing & printing • New York

INDENTURE, dated as of , 20__, between The New York Times Company, a New York corporation (herein called the “Company”), having its principal office at 620 Eighth Avenue, New York, New York 10018, and U.S. Bank Trust Company, National Association, a national banking association, as trustee (herein called the “Trustee”).

MEDIUM-TERM NOTES
u.s. Distribution Agreement • September 25th, 1998 • New York Times Co • Newspapers: publishing or publishing & printing • New York
REGISTRATION RIGHTS AGREEMENT Dated as of November 4, 2010 by and among THE NEW YORK TIMES COMPANY and BARCLAYS CAPITAL INC.
Registration Rights Agreement • November 4th, 2010 • New York Times Co • Newspapers: publishing or publishing & printing • New York

This Agreement is made pursuant to the Purchase Agreement, dated November 1, 2010 (the “Purchase Agreement”), by and among the Company and the Initial Purchaser. In order to induce the Initial Purchaser to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchaser set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of November 4, 2010, among the Company and Wells Fargo Bank, National Association, as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 10th, 2005 • New York Times Co • Newspapers: publishing or publishing & printing • New York

STOCK PURCHASE AGREEMENT, dated as of February 17, 2005 (this “Agreement”), between PRIMEDIA Companies Inc., a Delaware corporation (“Seller”), PRIMEDIA Inc., (“PRIMEDIA”) and The New York Times Company, a New York corporation (“Purchaser”).

OPERATING AGREEMENT OF THE NEW YORK TIMES BUILDING LLC (a New York Limited Liability Company) December 12, 2001
Operating Agreement • February 26th, 2008 • New York Times Co • Newspapers: publishing or publishing & printing • New York

THIS OPERATING AGREEMENT (this “Agreement”) of THE NEW YORK TIMES BUILDING LLC (the “Company”) is made as of December 12, 2001 by and between FC LION LLC, a New York limited liability company having an office at One MetroTech Center North, Brooklyn, New York 11201 (“FC Member”), and NYT REAL ESTATE COMPANY LLC, a New York limited liability company, having an office at 229 West 43rd Street, New York, New York 10036 (“NYTC Member”) (together, the “Members”).

THE NEW YORK TIMES COMPANY NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 7th, 2020 • New York Times Co • Newspapers: publishing or publishing & printing • New York

This Restricted Stock Unit Award Agreement (the “Agreement”) is made and entered into as of [GRANT DATE] (the “Grant Date”) between The New York Times Company, a corporation organized under the laws of the State of New York (the “Company”) and [PARTICIPANT NAME] (the “Participant”), a Non-Employee Director, pursuant to The New York Times Company 2020 Incentive Compensation Plan, as it may at any time hereafter be supplemented, modified, amended or restated (the “Plan”). Capitalized terms used in this document that are not otherwise defined have the meaning set forth in the Plan.

AGREEMENT
Shareholder Agreement • March 17th, 2008 • New York Times Co • Newspapers: publishing or publishing & printing • New York

This Agreement, dated as of March 17, 2008 (the “Agreement”), is by and among The New York Times Company, a New York corporation (the “Company”), and the other parties signatory hereto (collectively, the “HCP Investors”).

Pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, confidential information has been omitted in places marked “[***]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential...
Annuity Placement Agreement • February 27th, 2018 • New York Times Co • Newspapers: publishing or publishing & printing

This letter agreement (this "Agreement") serves to (i) confirm today’s placement on behalf of our client, The New York Times Company ("Plan Sponsor" and "Contract Holder") and (ii) set forth the agreement, representations and warranties of the Insurer, Plan Sponsor and The New York Times Company Pension Investment Committee (“Plan Fiduciary”) with respect thereto.

THE NEW YORK TIMES COMPANY STOCK APPRECIATION RIGHTS AGREEMENT
Stock Appreciation Rights Agreement • September 18th, 2009 • New York Times Co • Newspapers: publishing or publishing & printing • New York

This Stock Appreciation Rights Deferred Share Agreement, dated as of September 17, 2009 (this “Agreement”) is made by and between The New York Times Company (the “Company”) and Arthur Sulzberger, Jr. (the “Executive”).

EXCHANGE RATE AGENCY AGREEMENT BETWEEN
Exchange Rate Agency Agreement • September 25th, 1998 • New York Times Co • Newspapers: publishing or publishing & printing • New York
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AGREEMENT OF SUBLEASE (NYT-2) By and Between 42ND ST. DEVELOPMENT PROJECT, INC., Landlord, and NYT REAL ESTATE COMPANY LLC Tenant
Sublease Agreement • March 9th, 2009 • New York Times Co • Newspapers: publishing or publishing & printing • New York

This AGREEMENT OF SUBLEASE (this “Lease”), is made as of the 6th day of March, 2009, by and between 42ND ST. DEVELOPMENT PROJECT, INC. (“42DP”), a subsidiary of New York State Urban Development Corporation (“UDC”) d/b/a Empire State Development Corporation (“ESDC”), a corporate governmental agency of the State of New York constituting a political subdivision and public benefit corporation, having an office at 633 Third Avenue, 33rd floor, New York, New York 10017, as landlord (in such capacity, “Landlord”), and NYT REAL ESTATE COMPANY LLC, a New York limited liability company, having an office at c/o The New York Times Company, 620 Eighth Avenue, New York, New York 10018, as tenant (in such capacity “Tenant”).

CONSTRUCTION MANAGEMENT AGREEMENT BETWEEN THE NEW YORK TIMES BUILDING, LLC, OWNER, and AMEC CONSTRUCTION MANAGEMENT, INC., CONSTRUCTION MANAGER
Construction Management Agreement • February 26th, 2008 • New York Times Co • Newspapers: publishing or publishing & printing • New York

AGREEMENT, made this 22nd day of January, 2004, by and between The New York Times Building, LLC, having its offices located at 1 Metrotech Center North, Brooklyn, New York 11201 (“Owner”); and AMEC Construction Management, Inc., having its offices located at 1633 Broadway, New York, NY 10019-6708 (“Construction Manager”).

The New York Times
Retirement and Consulting Agreement • February 23rd, 2012 • New York Times Co • Newspapers: publishing or publishing & printing • New York

This letter agreement (this “Agreement”) sets forth the complete terms under which you will retire as a director, officer and employee of The New York Times Company (the “Company”) and any and all of its subsidiaries and Affiliates (as defined below) for whom you are a director, officer or employee as of the date hereof.

FIRST AMENDMENT TO AGREEMENT OF SUBLEASE (NYT) By and Between 42ND ST. DEVELOPMENT PROJECT, INC., as Landlord and NYT REAL ESTATE COMPANY LLC, as Tenant
Agreement of Sublease • November 3rd, 2006 • New York Times Co • Newspapers: publishing or publishing & printing
THIRD AMENDMENT TO AGREEMENT OF SUBLEASE (NYT) By and Between 42ND ST. DEVELOPMENT PROJECT, INC., as Landlord and NYT REAL ESTATE COMPANY LLC, as Tenant
Agreement of Sublease • March 9th, 2009 • New York Times Co • Newspapers: publishing or publishing & printing

THIS THIRD AMENDMENT TO AGREEMENT OF SUBLEASE (NYT) (this “Amendment”) is made as of the 6th day of March, 2009, by and between 42ND ST. DEVELOPMENT PROJECT, INC. (“42DP”), a subsidiary of New York State Urban Development Corporation (“UDC”) d/b/a Empire State Development Corporation (“ESDC”), a corporate governmental agency of the State of New York constituting a political subdivision and public benefit corporation, having an office at 633 Third Avenue, 33rd floor, New York, New York 10017, as landlord (in such capacity, “Landlord”), and NYT REAL ESTATE COMPANY LLC, a New York limited liability company, having an office c/o The New York Times Company, 620 Eighth Avenue, New York, New York 10018, as tenant (in such capacity, “Tenant”).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • January 14th, 2010 • New York Times Co • Newspapers: publishing or publishing & printing • Massachusetts

Separation Agreement and General Release (“Agreement and Release”) by and between P. Steven Ainsley (“Employee”) and The New York Times Company (“The Times”), including its subsidiary, Globe Newspaper Company (collectively, the “Company”):

Arthur O. Sulzberger, Jr. Chairman, The New York Times Company Publisher, The New York Times New York, NY 10036 July 19, 2004
Separation Agreement • November 5th, 2004 • New York Times Co • Newspapers: publishing or publishing & printing • New York

This letter agreement will confirm the terms negotiated and reached between you and The New York Times Company, its affiliates, subsidiaries, divisions, successors and assigns (“The Times” or the “Company”) concerning your continuation of and separation from employment with The Times (the “Agreement”):

ASSIGNMENT AND ASSUMPTION OF SUBLEASE between NYT BUILDING LEASING COMPANY LLC, Assignor and NYT REAL ESTATE COMPANY LLC, Assignee ADDRESS:
Assignment and Assumption of Sublease • February 25th, 2021 • New York Times Co • Newspapers: publishing or publishing & printing

This ASSIGNMENT AND ASSUMPTION OF SUBLEASE (the “Assignment”) dated as of July 10, 2020 (the “Effective Date”), by and between NYT BUILDING LEASING COMPANY LLC, a New York limited liability company (“Assignor”), having an office address at c/o The New York Times Company, 620 Eighth Avenue, New York, New York, 10018, and NYT REAL ESTATE COMPANY LLC, a New York limited liability company (“Assignee”), having an office address at c/o The New York Times Company, 620 Eighth Avenue, New York, New York, 10018.

SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • July 26th, 2002 • New York Times Co • Newspapers: publishing or publishing & printing • New York

SECOND SUPPLEMENTAL INDENTURE dated as of July 26, 2002, between The New York Times Company, a company duly organized and existing under the laws of the State of New York (the "Company"), having its principal office at 229 West 43rd Street, New York, New York 10036, and JPMorgan Chase Bank (formerly known as Chemical Bank), a corporation duly organized and existing under the laws of the State of New York, as Trustee (the "Trustee").

UNDERWRITING AGREEMENT
Underwriting Agreement • March 18th, 2005 • New York Times Co • Newspapers: publishing or publishing & printing • New York
SECOND AMENDMENT TO AGREEMENT OF SUBLEASE (NYT) By and Between 42ND ST. DEVELOPMENT PROJECT, INC., as Landlord and NYT REAL ESTATE COMPANY LLC, as Tenant
Agreement of Sublease • February 1st, 2007 • New York Times Co • Newspapers: publishing or publishing & printing

THIS SECOND AMENDMENT TO AGREEMENT OF SUBLEASE (NYT) (this “Amendment”) is made as of the 29th day of January, 2007, by and between 42ND ST. DEVELOPMENT PROJECT, INC. (“42DP”), a subsidiary of New York State Urban Development Corporation (“UDC”) d/b/a Empire State Development Corporation (“ESDC”), a corporate governmental agency of the State of New York constituting a political subdivision and public benefit corporation, having an office at 633 Third Avenue, 33rd floor, New York, New York 10017, as landlord (in such capacity, “Landlord”), and NYT REAL ESTATE COMPANY LLC, a New York limited liability company, having an office c/o The New York Times Company, 229 West 43rd Street, New York, New York 10036, as tenant (in such capacity, “Tenant”).

ASSET PURCHASE AGREEMENT dated as of December 27, 2011 among NYT HOLDINGS, INC., THE HOUMA COURIER NEWSPAPER CORPORATION, LAKELAND LEDGER PUBLISHING CORPORATION, THE SPARTANBURG HERALD-JOURNAL, INC., HENDERSONVILLE NEWSPAPER CORPORATION, THE DISPATCH...
Asset Purchase Agreement • December 27th, 2011 • New York Times Co • Newspapers: publishing or publishing & printing • New York

This ASSET PURCHASE AGREEMENT is dated as of December 27, 2011 (this “Agreement”) among NYT Holdings, Inc., an Alabama corporation (“NYTH”), The Houma Courier Newspaper Corporation, a Delaware corporation (“Houma”), Lakeland Ledger Publishing Corporation, a Florida corporation (“Lakeland”), The Spartanburg Herald-Journal, Inc., a Delaware corporation (“Spartanburg”), Hendersonville Newspaper Corporation, a North Carolina corporation (“Hendersonville”), The Dispatch Publishing Company, Inc., a North Carolina corporation (“Dispatch”), NYT Management Services, Inc., a Delaware corporation (“NYTMS”), The New York Times Company (“NYT” and, together with NYTH, Houma, Lakeland, Spartanburg, Hendersonville, Dispatch and NYTMS, the “Sellers”), and Halifax Media Holdings LLC, a Delaware limited liability company (the “Purchaser”).

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