Common Contracts
2 similar Tax Matters Agreement contracts by Journal Communications Inc, Scripps E W Co /De
SCRIPPS TAX MATTERS AGREEMENT Dated as of July 30, 2014 by and among THE E. W. SCRIPPS COMPANY, on the one hand, and DESK SPINCO, INC. and BOAT NP NEWCO, INC., on the other handTax Matters Agreement • July 31st, 2014 • Scripps E W Co /De • Newspapers: publishing or publishing & printing • New York
Page ARTICLE I DEFINITIONS AND STANDARDS SECTION 1.01. Definitions 2 SECTION 1.02. General Interpretive Principles 13 SECTION 1.03. Applicable Standards 14 ARTICLE II U.S. CONSOLIDATED FEDERAL INCOME TAX LIABILITIES SECTION 2.01. Affiliation Years 14 SECTION 2.02. 2015 Taxable Year 15 SECTION 2.03. U.S. Federal Alternative Minimum Tax 17 ARTICLE III U.S. COMBINED STATE AND LOCAL INCOME TAX LIABILITIES SECTION 3.01. Returns Covered 18 SECTION 3.02. Liability of Scripps Spinco 18 SECTION 3.03. Operating Losses 18 SECTION 3.04. Short-Year State and Local Returns 18 SECTION 3.05. Estimated Taxes, Etc 18 SECTION 3.06. Adjustments 19 ARTICLE IV SEPARATE TAX RETURN OBLIGATIONS SECTION 4.01. Scripps Spinco Tax Liability 19 SECTION 4.02. Scripps Tax Liability 19 SECTION 4.03. Separate Return Adjustments 19 ARTICLE V TAX-FREE STATUS OF DISTRIBUTION SECTION 5.01. Tax-Free Status Opinion, Etc 20 SECTION 5.02. Maintaining Status of Active Business 20 SECTION 5.03
SCRIPPS TAX MATTERS AGREEMENT Dated as of July 30, 2014 by and among THE E. W. SCRIPPS COMPANY, on the one hand, and DESK SPINCO, INC. and BOAT NP NEWCO, INC., on the other handTax Matters Agreement • July 31st, 2014 • Journal Communications Inc • Newspapers: publishing or publishing & printing • New York
THIS SCRIPPS TAX MATTERS AGREEMENT (this “Agreement”) is dated as of the 30th day of July, 2014, by and among (i) The E. W. Scripps Company, an Ohio corporation (“Scripps”), on the one hand, and (ii) Desk Spinco, Inc., a Wisconsin corporation and an indirect subsidiary of Scripps (“Scripps Spinco”), and Boat NP Newco, Inc., a Wisconsin corporation (“Newco”), on the other hand. Capitalized terms used in this Agreement are defined as set forth in Section 1.01.
