THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
ARTICLE IV
Covenants of the Parties
4.1
FURTHER ASSURANCES.
THE PARTIES HERETO SHALL EXECUTE AND DELIVER
SUCH OTHER DOCUMENTS, CERTIFICATES, AGREEMENTS AND OTHER WRITINGS AND SHALL TAKE
SUCH OTHER ACTIONS AS MAY BE REASONABLY NECESSARY OR DESIRABLE IN ORDER TO
CONSUMMATE OR IMPLEMENT EXPEDITIOUSLY THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE TRANSFER TO THE TRIBUNE MEMBERS OF
OWNERSHIP OF THE SHARES AS PROVIDED IN SECTION 1.1.
4.2
CONFIDENTIALITY; PUBLIC ANNOUNCEMENTS.
THE PARTIES HERETO SHALL
USE THEIR BEST EFFORTS TO KEEP THIS AGREEMENT AND THE EXECUTION AND TERMS HEREOF
CONFIDENTIAL, AND SHALL CONSULT WITH EACH OTHER BEFORE ISSUING ANY PRESS RELEASE
OR MAKING ANY PUBLIC STATEMENT WITH RESPECT TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
THE FOREGOING OBLIGATIONS OF CONFIDENTIALITY
DO NOT PERTAIN TO THE DISCLOSURE OF INFORMATION WHICH IS AVAILABLE PUBLICLY, IS
REQUIRED TO BE DISCLOSED BY ANY COURT OR ANY PARTY DISCLOSES, UPON ADVICE OF
COUNSEL, IN ORDER TO COMPLY WITH APPLICABLE LAW OR THE APPLICABLE RULES OF THE
NEW YORK STOCK EXCHANGE.
THE PARTIES AGREE TO JOINTLY PREPARE AND TO DISTRIBUTE
(SINGLY OR JOINTLY) A PRESS RELEASE DISCLOSING THE EXECUTION AND DELIVERY OF
THIS AGREEMENT AND THE SUBSTANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY.
4.3
TAX MATTERS.
(A)
TREATMENT OF DISTRIBUTION.
ALL PAYMENTS TO TRIBUNE PURSUANT TO
THIS AGREEMENT SHALL BE TREATED AS DISTRIBUTIONS PURSUANT TO SECTION 731(A) AND
SECTION 732(A) OF THE CODE AND THE CORRESPONDING PROVISIONS OF ANY APPLICABLE
STATE OR LOCAL TAX LAWS.
(B)
ALLOCATIONS.
EACH OF THE TRIBUNE MEMBERS' DISTRIBUTIVE SHARE OF
THE COMPANY'S INCOME, GAIN, LOSS AND DEDUCTION FOR THE TAXABLE YEAR OF THE
COMPANY THAT INCLUDES THE CLOSING DATE SHALL BE DETERMINED ON THE BASIS OF AN
INTERIM CLOSING OF THE BOOKS OF THE COMPANY AS OF THE CLOSE OF BUSINESS ON THE
CLOSING DATE.
SUCH ITEMS SHALL BE ALLOCATED TO THE MEMBERS BASED ON THE
OPERATING AGREEMENT IN EFFECT PRIOR TO THE CLOSING DATE.
FURTHERMORE, ALL CASH
HELD BACK BY THE COMPANY THAT IS ATTRIBUTABLE TO INCOME EARNED OR ACCRUED PRIOR
TO THE CLOSING DATE SHALL BE DISTRIBUTED TO THE MEMBERS ON OR BEFORE DECEMBER
14, 2006 IN ACCORDANCE WITH ARTICLE IX OF THE OPERATING AGREEMENT AS IN EFFECT
PRIOR TO THE CLOSING DATE.
FOR THE MONTH OF SEPTEMBER 2006, ORDINARY INCOME,
RENT AND DIVIDENDS FROM THE PROPERTIES, FIXED INCOME PORTFOLIO AND
7
EQUITY PORTFOLIO SHALL BE PRO-RATED BASED ON THE NUMBER OF DAYS BEFORE, UP TO
AND INCLUDING THE CLOSING DATE AND THE NUMBER OF DAYS AFTER THE CLOSING DATE.
THE PARTIES HAVE TRIED TO REFLECT ALL ALLOCATIONS AND DISTRIBUTIONS FROM THE
OPERATIONS OF THE COMPANY FROM JANUARY 1, 2006 UNTIL THE CLOSING DATE IN THE
CAPITAL ACCOUNTS AS DESCRIBED IN SUBSECTION (D)(II) BELOW.
TO THE EXTENT THAT
THE ULTIMATE ALLOCATIONS OF THE COMPANY'S GAIN, LOSS, INCOME OR DEDUCTION FOR
THE PERIOD JANUARY 1, 2006 UNTIL AND INCLUDING THE CLOSING RESULT IN CAPITAL
ACCOUNT BALANCES IMMEDIATELY PRIOR TO THE DISTRIBUTION (HAVING GIVEN EFFECT TO
ALL SUCH