Common use of Closing of Affairs Clause in Contracts

Closing of Affairs. (a) In the event of the dissolution of the Partnership for any reason, and in the absence of an election pursuant to Section 10.2 hereof to continue the business of the Partnership, (i) the Management Committee or (ii) from the date of any MNG Notice and continuing thereafter unless and until such MNG Notice has been revoked in writing by MNG prior to the consummation of the proposed transaction described in such MNG the Notice, the Dissolution Committee, shall commence to close the affairs of the Partnership, to liquidate or retain for distribution to the Partners its investments and to terminate the Partnership, in each instance in such manner as the Management Committee or Dissolution Committee (as the case may be) may reasonably determine to be appropriate, provided, however, that (except as expressly provided in Section 8.11 hereof in connection with a dissolution following a MediaNews Change in Control) no distribution of any Partnership property shall be made to any of the Partners (except for pro rata distributions) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership’s property and compliance with the distribution provisions set forth in Section 10.3(b) hereof, the Partnership shall cease to be such, and the Management Committee or Dissolution Committee (as the case may be) shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership. (b) In liquidating the Partnership, the assets of the Partnership shall be applied to the extent permitted by the Act in the following order of priority: (i) First, to pay the costs and expenses of the closing of the affairs and liquidation of the Partnership; (ii) Second, to pay the matured debts and liabilities of the Partnership; (iii) Third, to establish reserves adequate to meet any and all contingent or unforeseen liabilities or obligations of the Partnership, provided that at the expiration of such period of time as the Management Committee or Dissolution Committee (as the case may be) may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; (iv) Fourth, to all Partners in proportion to each Partner’s Percentage Interest in the Partnership, after taking appropriate account of, and making appropriate adjustments for, (A) any Indebtedness then remaining outstanding which is attributable to any Partnership assets previously contributed by a particular partner, and

Closing of Affairs. (a) In the event of the dissolution of the Partnership for any reasonreason prior to December 25, 2012 (or, if Gannett has made the Gannett CNP Contribution, prior to seven years and one day after the CNP Contribution Date), and in the absence of an election pursuant to Section Sections 10.1(b) or 10.2 hereof to continue the business of the Partnership, (i) the Management Committee or (ii) from the date of any MNG Notice and continuing thereafter unless and until such MNG Notice has been revoked in writing by MNG prior to the consummation of the proposed transaction described in such MNG the Notice, the Dissolution Committee, Committee shall commence to close the affairs of the Partnership, to liquidate or retain for distribution to the Partners its investments and to terminate the Partnership, in each instance in such manner as the Management Committee or Dissolution Committee (as the case may be) may reasonably determine to be appropriate, provided, however, that (except as expressly provided in Section 8.11 hereof in connection with a dissolution following a MediaNews Change in Control) no distribution of any Partnership property shall be made to any of the Partners (except for pro rata distributionsin kind distributions pursuant to Section 10.4(b) hereof, which Section shall apply to any Dissolution Event occurring after December 25, 2012 or, if Gannett has made the Gannett CNP Contribution, any Dissolution Event occurring at any time subsequent to seven years and one day after the CNP Contribution Date) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership’s property and compliance with the distribution provisions set forth in Section 10.3(b) hereof, the Partnership shall cease to be such, and the Management Committee or Dissolution Committee (as the case may be) shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership. (b) In liquidating the PartnershipPartnership in accordance with Section 10.3(a) hereof, the assets of the Partnership shall be applied to the extent permitted by the Act in the following order of priority: (i) First, to pay the costs and expenses of the closing of the affairs and liquidation of the Partnership; (ii) Second, to pay the matured debts and liabilities of the Partnership; (iii) Third, to establish reserves adequate to meet any and all contingent or unforeseen liabilities or obligations of the Partnership, provided that at the expiration of such period of time as the Management Committee or Dissolution Committee (as the case may be) may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; (iv) Fourth, to all Partners in proportion to each Partner’s Percentage Interest in the Partnership, after taking appropriate account of, and making appropriate adjustments for, (A) any Indebtedness then remaining outstanding which is attributable to any Partnership assets previously contributed by a particular partner, andand (B) any portion of any required capital contributions or accrued but unpaid interest described in either Section 3.1(b) or 3.1(c) of this Agreement which then remains outstanding, (provided, however, that to the extent that any Partner has a finally adjudicated indemnity obligation to any other Partner, any distribution that would otherwise be distributed to the Partner subject to such obligation shall be distributed to the Partner(s) entitled to the benefit of the indemnity obligation to the extent thereof). (c) No Partner shall have any obligation to restore a deficit balance in its Capital Account.

Closing of Affairs. (a) In Upon the event occurrence of a Dissolution Event, the dissolution Partners will meet and use their best efforts to develop a just and equitable plan for discontinuing and dissolving the Partnership and distributing its assets in kind between the Partners (after collection of all receivables and payment of all indebtedness and liabilities of the Partnership for any reasonand all costs of dissolution and liquidation), in accordance with their respective Percentage Interests in the Partnership, so as to enable the Partners to resume separate publication of THE DENVER POST and DENVER ROCKY MOUNTAIN NEWS, respectively, as independent businesses (a "Distribution Plan"). If the Partners agree on a Distribution Plan, the assets of the Partnership shall be distributed in accordance with the Distribution Plan, all licenses granted by the Partners shall automatically expire and terminate, and the Partnership shall thereupon be dissolved. Except as provided in the absence Distribution Plan and upon effective distribution of an election assets by the Partnership pursuant thereto, no Partner shall have any separate right, title or interest in or to Section 10.2 hereof to continue the business any asset of the Partnership, . (ib) If the Management Committee or (ii) from Partners are unable to agree upon a Distribution Plan the date of any MNG Notice and continuing thereafter unless and until such MNG Notice has been revoked in writing by MNG prior to the consummation of the proposed transaction described in such MNG the Notice, the Dissolution Committee, Partners shall commence to close the affairs of the Partnership, to liquidate or retain for distribution including payment of the Partnership's liabilities and making such distributions to the Partners its investments as may be authorized hereunder and under the Denver Newspaper Agency Joint Operating Agreement, and to terminate the existence of the Partnership, in each instance in such the manner as the Management Committee or Dissolution Committee (as the case may be) Partners may reasonably determine to be appropriate, provided, however, that (except as expressly provided in Section 8.11 hereof in connection with a dissolution following a MediaNews Change in Control) no distribution of any Partnership property shall be made to any of the Partners (except for pro rata distributions) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership’s 's property and compliance with the distribution provisions set forth in Section 10.3(b10.2(c) hereof, the Partnership shall cease to be suchits existence, and the Management Committee or Dissolution Committee (as the case may be) shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership. (bc) In liquidating the Partnership, the assets of the Partnership shall be applied to the extent permitted by the Act in the following order of priority: (i) FirstFIRST, to pay the costs and expenses of the closing of the affairs and liquidation of the Partnership; (ii) SecondSECOND, to pay the matured debts and liabilities of the PartnershipPartnership to third parties; (iii) ThirdTHIRD, to establish reserves adequate to meet any and all contingent or unforeseen liabilities or obligations of the Partnership, provided that at the expiration of such period of time as the Management Committee or Dissolution Committee (as the case may be) Partners may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; (iv) FourthFOURTH, to pay the matured debts and liabilities of the Partnership to the Partners including those arising pursuant to Section 1.8 of the Denver Newspaper Agency Joint Operating Agreement; and (v) FIFTH, to all Partners in proportion to each Partner’s 's Percentage Interest at the time of the distribution of the assets, except that Denver Publishing shall receive the first $5,000,000 of any proceeds from the sale of any interest in the PartnershipColorado Rockies baseball team owned by the Partnership and the balance of the proceeds, after taking appropriate account ofif any, and making appropriate adjustments for, (A) any Indebtedness then remaining outstanding which is attributable shall be distributed in proportion to any Partnership assets previously contributed by a particular partner, andthe Partners' Percentage Interests.

Closing of Affairs. (a) In If both this Partnership Agreement and the event Management Agreement terminate upon expiration of the dissolution of the Partnership for their term, including any reasonrenewals thereof, and or in the absence of an election pursuant to Section 10.2 hereof 7.2(c) to continue the business of the Partnership, then: 16 (ia) the Management Committee or (ii) from the date of any MNG Notice STAR and continuing thereafter unless CITIZEN will meet with each other and until such MNG Notice has been revoked in writing by MNG prior use their best efforts to the consummation of the proposed transaction described in such MNG the Notice, the Dissolution Committee, shall commence to close the affairs of develop a just and equitable plan for discontinuing and dissolving the Partnership, distributing its assets in kind between STAR and CITIZEN (after payment of all indebtedness and liabilities of the Partnership and all costs of dissolution and liquidation) equally to liquidate STAR and CITIZEN, and partitioning on an equal basis all capital assets used or retain held for distribution to the Partners its investments and to terminate use by the Partnership, in each instance in such manner so as to enable either STAR and CITIZEN to separately publish the Management Committee or Dissolution Committee Products, as independent businesses (as the case may be) may reasonably determine to be appropriate, provided, however, that (except as expressly provided in Section 8.11 hereof in connection with a dissolution following "Distribution Plan"). If STAR and CITIZEN agree on a MediaNews Change in Control) no distribution of any Partnership property shall be made to any of the Partners (except for pro rata distributions) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership’s property and compliance with the distribution provisions set forth in Section 10.3(b) hereof, the Partnership shall cease to be such, and the Management Committee or Dissolution Committee (as the case may be) shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership. (b) In liquidating the PartnershipDistribution Plan, the assets of the Partnership shall be applied distributed, and said capital assets shall be partitioned, in accordance with the Distribution Plan, the Licenses granted pursuant to Sections 1.2(b)(1) and 1.3(b)(1) of the extent permitted Management Agreement shall automatically expire and terminate, and the Partnership shall thereupon be dissolved. Except as provided in the Distribution Plan and upon the effective distribution of assets by the Act Partnership pursuant thereto, neither STAR nor CITIZEN shall have any separate right, title or interest in the following order of priority: (i) First, or to pay the costs and expenses of the closing of the affairs and liquidation any asset of the Partnership;. (iib) SecondIf STAR and CITIZEN are unable to agree upon a Distribution Plan, or if the Partnership's assets are not sufficient to pay the matured debts all of its indebtedness and liabilities and all costs of dissolution and liquidation, the business affairs and assets of the Partnership; (iii) ThirdPartnership shall be liquidated as promptly as possible and receivables collected, all in an orderly and businesslike manner so as not to establish reserves adequate to meet any involve undue sacrifice, and the assets of the Partnership and the capital assets used or held for use by the Partnership shall be converted into cash and all contingent or unforeseen of its indebtedness and liabilities or obligations of paid. In the Partnership, provided that at the expiration of such period of time as the Management Committee or Dissolution Committee (as the case may be) may deem advisableevent there is a cash surplus available for distribution, the balance of such reserves remaining after the payment of such contingencies or liabilities shall surplus will be distributed as hereinafter provided; (iv) Fourthequally to STAR and CITIZEN, to all Partners in proportion to each Partner’s Percentage Interest and in the Partnershipevent there is a deficiency, after taking appropriate account ofthe same will be made up by STAR and CITIZEN in accordance with Section 2.2(b) of this Partnership Agreement, and making appropriate adjustments for, (A) any Indebtedness then remaining outstanding which is attributable to any the Partnership assets previously contributed by a particular partner, andshall thereupon be dissolved.

Closing of Affairs. (a) In the event of the dissolution of the Partnership for any reason, and in the absence of an election pursuant to Section 10.2 hereof to continue the business of the Partnership, (i) the Management Committee or (ii) from the date of any MNG Notice and continuing thereafter unless and until such MNG Notice has been revoked in writing by MNG prior to the consummation of the proposed transaction described in such MNG the Notice, the Dissolution Committee, shall commence to close the affairs of the Partnership, to liquidate or retain for distribution to the Partners its investments and to terminate the Partnership, in each instance in such manner as the Management Committee or Dissolution Committee (as the case may be) may reasonably determine to be appropriate, provided, however, that (except as expressly provided in Section 8.11 hereof in connection with a dissolution following a MediaNews Change in Control) no distribution of any Partnership property shall be made to any of the Partners (except for pro rata PRO RATA distributions) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership’s 's property and compliance with the distribution provisions set forth in Section 10.3(b) hereof, the Partnership shall cease to be such, and the Management Committee or Dissolution Committee (as the case may be) shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership. (b) In liquidating the Partnership, the assets of the Partnership shall be applied to the extent permitted by the Act in the following order of priority: (i) FirstFIRST, to pay the costs and expenses of the closing of the affairs and liquidation of the Partnership; (ii) SecondSECOND, to pay the matured debts and liabilities of the Partnership; (iii) ThirdTHIRD, to establish reserves adequate to meet any and all contingent or unforeseen liabilities or obligations of the Partnership, provided that at the expiration of such period of time as the Management Committee or Dissolution Committee (as the case may be) may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; (iv) FourthFOURTH, to all Partners in proportion to each Partner’s 's Percentage Interest in the Partnership, after taking appropriate account of, and making appropriate adjustments for, (A) any Indebtedness then remaining outstanding which is attributable to any Partnership assets previously contributed by a particular partner, andand (B) any portion of any required capital contributions or accrued but unpaid interest described in either Section 3.1(b) or 3.1(c) of this Agreement which then remains outstanding, (provided, however, that to the extent that any Partner has a finally adjudicated indemnity obligation to any other Partner, any distribution that would otherwise be distributed to the Partner subject to such obligation shall be distributed to the Partner(s) entitled to the benefit of the indemnity obligation to the extent thereof). (c) No Partner shall have any obligation to restore a deficit balance in its Capital Account.

Closing of Affairs. (a) In the event of the dissolution of the Partnership for any reason, and in the absence of an election pursuant to Section 10.2 hereof to continue the business of the Partnership, (i) the Management Committee or (ii) from the date of any MNG Notice and continuing thereafter unless and until such MNG Notice has been revoked in writing by MNG prior to the consummation of the proposed transaction described in such MNG the Notice, the Dissolution Committee, shall commence to close the affairs of the Partnership, to liquidate or retain for distribution to the Partners its investments and to terminate the Partnership, in each instance in such manner as the Management Committee or Dissolution Committee (as the case may be) may reasonably determine to be appropriate, provided, however, that (except as expressly provided in Section 8.11 hereof in connection with a dissolution following a MediaNews Change in Control) no distribution of any Partnership property shall be made to any of the Partners (except for pro rata PRO RATA distributions) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership’s 's property and compliance with the distribution provisions set forth in Section 10.3(b) hereof, the Partnership shall cease to be such, and the Management Committee or Dissolution Committee (as the case may be) shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership. (b) In liquidating the Partnership, the assets of the Partnership shall be applied to the extent permitted by the Act in the following order of priority: (i) FirstFIRST, to pay the costs and expenses of the closing of the affairs and liquidation of the Partnership; (ii) SecondSECOND, to pay the matured debts and liabilities of the Partnership; (iii) ThirdTHIRD, to establish reserves adequate to meet any and all contingent or unforeseen liabilities or obligations of the Partnership, provided that at the expiration of such period of time as the Management Committee or Dissolution Committee (as the case may be) may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; ; (iv) FourthFOURTH, to all Partners in proportion to each Partner’s 's Percentage Interest in the Partnership, after taking appropriate account of, and making appropriate adjustments for, (A) any Indebtedness then remaining outstanding which is attributable to any Partnership assets previously contributed by a particular partner, andand (B) any portion of any required capital contributions or accrued but unpaid interest described in either Section 3.1(b) or 3.1(c) of this Agreement which then remains outstanding (provided, however, that to the extent that any Partner has a finally adjudicated indemnity obligation to any other Partner, any distribution that would otherwise be distributed to the partner subject to such obligation shall be distributed to the Partner entitled to the benefit of the indemnity obligation to the extent thereof).

Closing of Affairs. (a) In the event of the dissolution of the Partnership for any reason, and in the absence of an election pursuant to Section 10.2 hereof to continue the business of the Partnership, (i) the Management Committee or (ii) from the date of any MNG Notice and continuing thereafter unless and until such MNG Notice has been revoked in writing by MNG prior to the consummation of the proposed transaction described in such MNG the Notice, the Dissolution Committee, shall commence to close the affairs of the Partnership, to liquidate or retain for distribution to the Partners its investments and to terminate the Partnership, in each instance in such manner as the Management Committee or Dissolution Committee (as the case may be) may reasonably determine to be appropriate, provided, however, that (except as expressly provided in Section 8.11 hereof in connection with a dissolution following a MediaNews Change in Control) no distribution of any Partnership property shall be made to any of the Partners (except for pro rata distributions) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership’s property and compliance with the distribution provisions set forth in Section 10.3(b) hereof, the Partnership shall cease to be such, and the Management Committee or Dissolution Committee (as the case may be) shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership. (b) In liquidating the Partnership, the assets of the Partnership shall be applied to the extent permitted by the Act in the following order of priority: (i) First, to pay the costs and expenses of the closing of the affairs and liquidation of the Partnership; (ii) Second, to pay the matured debts and liabilities of the Partnership; (iii) Third, to establish reserves adequate to meet any and all contingent or unforeseen liabilities or obligations of the Partnership, provided that at the expiration of such period of time as the Management Committee or Dissolution Committee (as the case may be) may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; (iv) Fourth, to all Partners in proportion to each Partner’s Percentage Interest in the Partnership, after taking appropriate account of, and making appropriate adjustments for, (A) any Indebtedness then remaining outstanding which is attributable to any Partnership assets previously contributed by a particular partner, andand (B) any portion of any required capital contributions or accrued but unpaid interest described in either Section 3.1(b) or 3.1(c) of this Agreement which then remains outstanding, (provided, however, that to the extent that any Partner has a finally adjudicated indemnity obligation to any other Partner, any distribution that would otherwise be distributed to the Partner subject to such obligation shall be distributed to the Partner(s) entitled to the benefit of the indemnity obligation to the extent thereof). (c) No Partner shall have any obligation to restore a deficit balance in its Capital Account.

Closing of Affairs. (a) In the event of the dissolution of the Partnership for any reason, and in the absence of an election pursuant to Section 10.2 hereof to continue the business of the Partnership, (i) the Management Committee or (ii) from the date of any MNG Notice and continuing thereafter unless and until such MNG Notice has been revoked in writing by MNG prior to the consummation of the proposed transaction described in such MNG the Notice, the Dissolution Committee, shall commence to close the affairs of the Partnership, to liquidate or retain for distribution to the Partners its investments and to terminate the Partnership, in each instance in such manner as the Management Committee or Dissolution Committee (as the case may be) may reasonably determine to be appropriate, provided, however, that (except as expressly provided in Section 8.11 hereof in connection with a dissolution following a MediaNews Change in Control) no distribution of any Partnership property shall be made to any of the Partners (except for pro rata distributions) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership’s property and compliance with the distribution provisions set forth in Section 10.3(b) hereof, the Partnership shall cease to be such, and the Management Committee or Dissolution Committee (as the case may be) shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership. (b) In liquidating the Partnership, the assets of the Partnership shall be applied to the extent permitted by the Act in the following order of priority: (i) First, to pay the costs and expenses of the closing of the affairs and liquidation of the Partnership; (ii) Second, to pay the matured debts and liabilities of the Partnership; (iii) Third, to establish reserves adequate to meet any and all contingent or unforeseen liabilities or obligations of the Partnership, provided that at the expiration of such period of time as the Management Committee or Dissolution Committee (as the case may be) may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; (iv) Fourth, to all Partners in proportion to each Partner’s Percentage Interest in the Partnership, after taking appropriate account of, and making appropriate adjustments for, (A) any Indebtedness then remaining outstanding which is attributable to any Partnership assets previously contributed by a particular partner, andand (B) any portion of any required capital contributions or accrued but unpaid interest described in either Section 3.1(b) or 3.1(c) of this Agreement which then remains outstanding, (provided, however, that to the extent that any Partner has a finally adjudicated indemnity obligation to any other Partner, any distribution that would otherwise be distributed to the Partner subject to such obligation shall be distributed to the Partner(s) entitled to the benefit of the indemnity obligation to the extent thereof). (c) No Partner shall have any obligation to restore a deficit balance in its Capital Account.

Closing of Affairs. (a) In the event of the dissolution of the Partnership for any reason, and in the absence of an election pursuant to Section 10.2 hereof to continue the business of the Partnership, (i) the Management Committee or (ii) from the date of any MNG Notice and continuing thereafter unless and until such MNG Notice has been revoked in writing by MNG prior to the consummation of the proposed transaction described in such MNG the Notice, the Dissolution Committee, shall commence to close the affairs of the Partnership, to liquidate or retain for distribution to the Partners its investments and to terminate the Partnership, in each instance in such manner as the Management Committee or Dissolution Committee (as the case may be) may reasonably determine to be appropriate, provided, however, that (except as expressly provided in Section 8.11 hereof in connection with a dissolution following a MediaNews Change in Control) no distribution of any Partnership property shall be made to any of the Partners (except for pro rata PRO RATA distributions) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership’s 's property and compliance with the distribution provisions set forth in Section 10.3(b) hereof, the Partnership shall cease to be such, and the Management Committee or Dissolution Committee (as the case may be) shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership. (b) In liquidating the Partnership, the assets of the Partnership shall be applied to the extent permitted by the Act in the following order of priority: (i) FirstFIRST, to pay the costs and expenses of the closing of the affairs and liquidation of the Partnership; (ii) SecondSECOND, to pay the matured debts and liabilities of the Partnership; (iii) ThirdTHIRD, to establish reserves adequate to meet any and all contingent or unforeseen liabilities or obligations of the Partnership, provided that at the expiration of such period of time as the Management Committee or Dissolution Committee (as the case may be) may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; (iv) FourthFOURTH, to all Partners in proportion to each Partner’s 's Percentage Interest in the Partnership, after taking appropriate account of, and making appropriate adjustments for, (A) any Indebtedness then remaining outstanding which is attributable to any Partnership assets previously contributed by a particular partner, andand (B) any portion of any required capital contributions or accrued but unpaid interest described in either Section 3.1(b) or 3.1(c) of this Agreement which then remains outstanding, (provided, however, that to the extent that any Partner has a finally adjudicated indemnity obligation to any other Partner, any distribution that would otherwise be distributed to the Partner subject to such obligation shall be distributed to the Partner(s) entitled to the benefit of the indemnity obligation to the extent thereof).

Closing of Affairs. (a) In Except as otherwise contemplated in this Agreement, upon the event occurrence of a Dissolution Event, the Members will meet and use their best efforts to develop a just and equitable plan for discontinuing and dissolving the Company and, to the extent both Members then continue to own and publish their respective newspapers (The Salt Lake Tribune and Deseret Morning News), for distributing the Company’s assets in kind between the Members (after collection of all receivables and payment of all indebtedness and liabilities of the Company and all costs of dissolution and liquidation), so as, to the extent practicable, to enable the Members to continue publication of The Salt Lake Tribune and Deseret Morning News, respectively, independently of the Partnership for any reasonCompany (a “Distribution Plan”), in the manner set forth in Section 13 of the Salt Lake JOA. If the Members agree on a Distribution Plan, the assets of the Company shall be distributed in accordance with the Distribution Plan, and the Company shall thereupon be dissolved. Except as provided in the absence Distribution Plan and upon effective distribution of an election assets by the Company pursuant thereto, no Member shall have any separate right, title or interest in or to Section 10.2 hereof to continue the business any asset of the PartnershipCompany. (b) If the Members are unable to agree upon a Distribution Plan then, (i) the Management Committee or (ii) from the date of any MNG Notice and continuing thereafter unless and until such MNG Notice has been revoked in writing by MNG prior subject to the consummation right of either party to petition for a court appointed receiver, as provided in Section 13 of the proposed transaction described in such MNG the NoticeSalt Lake JOA, the Dissolution Committee, Members shall commence to close the affairs of the PartnershipCompany, to liquidate or retain for distribution including payment of the Company’s liabilities and making such distributions to the Partners its investments Members as may be authorized hereunder and to terminate the Partnershipexistence of the Company, in each instance in such the manner as the Management Committee or Dissolution Committee (as the case may be) Members may reasonably determine to be appropriate, provided, however, that (except as expressly provided in Section 8.11 hereof in connection with a dissolution following a MediaNews Change in Control) no distribution of any Partnership property shall be made to any of the Partners (except for pro rata distributions) except upon the prior approval of all of the Partners. Upon complete liquidation of the PartnershipCompany’s property and compliance with the distribution provisions set forth in Section 10.3(b10.2(c) hereof, the Partnership Company shall cease to be suchits existence, and the Management Committee or Dissolution Committee (as the case may be) shall cause to be executed, acknowledged and filed all certificates necessary to terminate the PartnershipCompany. (bc) In liquidating the PartnershipCompany, the assets of the Partnership Company shall be applied to the extent permitted by the Act in the following order of priority: (i) First, to pay the costs and expenses of the closing of the affairs and liquidation of the PartnershipCompany; (ii) Second, to pay the matured debts and liabilities of the PartnershipCompany to third parties; (iii) Third, to establish reserves adequate to meet any and all contingent or unforeseen liabilities or obligations of the PartnershipCompany, provided that at the expiration of such period of time as the Management Committee or Dissolution Committee (as the case may be) Members may deem advisable, the balance of such reserves remaining after the payment of such contingencies or liabilities shall be distributed as hereinafter provided; (iv) Fourth, to pay the matured debts and liabilities of the Company to the Members including those arising pursuant to Section 3.4 of this Agreement; and (v) Fifth, to all Partners Members in proportion to each PartnerMember’s Percentage Interest in positive Capital Account balance at the Partnership, after taking appropriate account of, and making appropriate adjustments for, (A) any Indebtedness then remaining outstanding which is attributable to any Partnership assets previously contributed by a particular partner, andtime of the distribution of the assets.

Closing of Affairs. (a) In If both this Partnership Agreement and the event Management Agreement terminate upon expiration of the dissolution of the Partnership for their term, including any reasonrenewals thereof, and or in the absence of an election pursuant to Section 10.2 hereof 7.2(c) to continue the business of the Partnership, then: (ia) the Management Committee or (ii) from the date of any MNG Notice STAR and continuing thereafter unless CITIZEN will meet with each other and until such MNG Notice has been revoked in writing by MNG prior use their best efforts to the consummation of the proposed transaction described in such MNG the Notice, the Dissolution Committee, shall commence to close the affairs of develop a just and equitable plan for discontinuing and dissolving the Partnership, distributing its assets in kind between STAR and CITIZEN (after payment of all indebtedness and liabilities of the Partnership and all costs of dissolution and liquidation) equally to liquidate STAR and CITIZEN, and partitioning on an equal basis all capital assets used or retain held for distribution to the Partners its investments and to terminate use by the Partnership, in each instance in such manner so as to enable either STAR and CITIZEN to separately publish the Management Committee or Dissolution Committee Products, as independent businesses (as the case may be) may reasonably determine to be appropriate, provided, however, that (except as expressly provided in Section 8.11 hereof in connection with a dissolution following "Distribution Plan"). If STAR and CITIZEN agree on a MediaNews Change in Control) no distribution of any Partnership property shall be made to any of the Partners (except for pro rata distributions) except upon the prior approval of all of the Partners. Upon complete liquidation of the Partnership’s property and compliance with the distribution provisions set forth in Section 10.3(b) hereof, the Partnership shall cease to be such, and the Management Committee or Dissolution Committee (as the case may be) shall cause to be executed, acknowledged and filed all certificates necessary to terminate the Partnership. (b) In liquidating the PartnershipDistribution Plan, the assets of the Partnership shall be applied distributed, and said capital assets shall be partitioned, in accordance with the Distribution Plan, the Licenses granted pursuant to Sections 1.2(b)(1) and 1.3(b)(1) of the extent permitted Management Agreement shall automatically expire and terminate, and the Partnership shall thereupon be dissolved. Except as provided in the Distribution Plan and upon the effective distribution of assets by the Act Partnership pursuant thereto, neither STAR nor CITIZEN shall have any separate right, title or interest in the following order of priority: (i) First, or to pay the costs and expenses of the closing of the affairs and liquidation any asset of the Partnership;. (iib) SecondIf STAR and CITIZEN are unable to agree upon a Distribution Plan, or if the Partnership's assets are not sufficient to pay the matured debts all of its indebtedness and liabilities and all costs of dissolution and liquidation, the business affairs and assets of the Partnership; (iii) ThirdPartnership shall be liquidated as promptly as possible and receivables collected, all in an orderly and businesslike manner so as not to establish reserves adequate to meet any involve undue sacrifice, and the assets of the Partnership and the capital assets used or held for use by the Partnership shall be converted into cash and all contingent or unforeseen of its indebtedness and liabilities or obligations of paid. In the Partnership, provided that at the expiration of such period of time as the Management Committee or Dissolution Committee (as the case may be) may deem advisableevent there is a cash surplus available for distribution, the balance of such reserves remaining after the payment of such contingencies or liabilities shall surplus will be distributed as hereinafter provided; (iv) Fourthequally to STAR and CITIZEN, to all Partners in proportion to each Partner’s Percentage Interest and in the Partnershipevent there is a deficiency, after taking appropriate account ofthe same will be made up by STAR and CITIZEN in accordance with Section 2.2(b) of this Partnership Agreement, and making appropriate adjustments for, (A) any Indebtedness then remaining outstanding which is attributable to any the Partnership assets previously contributed by a particular partner, andshall thereupon be dissolved.