OF THE CLOSING DATE
(REGARDLESS OF WHEN SUCH PARTICIPATIONS AND RESIDUALS ARE PAYABLE), SO LONG AS
SUCH EXPLOITATION IS PURSUANT TO LICENSES (INCLUDING THE LICENSES GRANTED
PURSUANT TO THE LICENSE AGREEMENTS) OR OTHER CONTRACTUAL COMMITMENTS GRANTED BY
SELLER, THE COMPANY, BUYER OR ONE OF THEIR RESPECTIVE AFFILIATES, EXCEPT THAT
SUCH RETAINED LIABILITIES SHALL NOT INCLUDE PARTICIPATIONS AND RESIDUALS RELATED
TO THE PRE-2001 LICENSE AGREEMENTS; (B) ANY LIABILITY IN, OF OR RELATED TO THE
BAGBRIDGE AGREEMENT, OTHER THAN SECTIONS 6.14(A), (B), (C) AND (D) AND SECTION
6.16 THEREOF, BUT INCLUDING, WITHOUT LIMITATION, ANY LIABILITY RELATING TO THE
8
PAYMENT OF ANY PARTICIPATIONS AND RESIDUALS THEREUNDER; AND (C) ANY LIABILITY
WITH RESPECT TO TAXES INCURRED OR IMPOSED ON OR WITH RESPECT TO THE COMPANY, THE
COMPANY ASSETS, COMPANY LICENSE AGREEMENTS, OR THE INCOME, PROPERTIES OR
OPERATIONS OF THE COMPANY AND ITS SUBSIDIARIES FOR ANY TAX PERIOD (OR PORTION
THEREOF) ENDING ON OR BEFORE THE CLOSING DATE EXCLUDING TAX LIABILITIES RELATING
TO SALE AND LEASEBACK TRANSACTIONS; PROVIDED THAT RETAINED LIABILITIES SHALL NOT
INCLUDE ANY PENALTIES, INTEREST, FEES, OR OTHER LIABILITIES RESULTING SOLELY
FROM BUYER'S FAILURE TO TIMELY PERFORM ITS OBLIGATIONS UNDER SECTION 6.12.
FOR
THE AVOIDANCE OF DOUBT, RETAINED LIABILITIES INCLUDES ALL LIABILITIES TO SELLER
OR ITS AFFILIATES OR HALLMARK CARDS, INCORPORATED OR ITS SUBSIDIARIES.
1.69
"RETAINED LIABILITIES ASSUMPTION AGREEMENT" SHALL MEAN AN AGREEMENT
IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT C, PURSUANT TO WHICH THE
COMPANY WILL ASSIGN TO SELLER, AND SELLER WILL ASSUME FROM THE COMPANY, THE
RETAINED LIABILITIES.
1.70
"SALE AND LEASEBACK RIGHTS" SHALL MEAN RIGHTS GRANTED TO OR
RETAINED BY THIRD PARTIES IN CONNECTION WITH SALE AND LEASEBACK AND OTHER
FINANCING TRANSACTIONS RELATED TO THE FILMS.
1.71
"SALE AND LEASEBACK TRANSACTIONS" SHALL MEAN ANY AGREEMENT RELATING
TO SALE AND LEASEBACK RIGHTS AND SET FORTH ON SCHEDULE 1.71.
1.72
"SELLER" SHALL BE AS DEFINED IN THE PREAMBLE TO THIS AGREEMENT.
1.73
"SELLER DISCLOSURE SCHEDULE" SHALL MEAN THE SCHEDULES OF SELLER
ATTACHED HERETO.
1.74
"SELLER'S AFFILIATED GROUP" SHALL MEAN ANY UNITARY, COMBINED OR
CONSOLIDATED GROUP OF WHICH THE SELLER IS A MEMBER FOR UNITED STATES, FEDERAL,
STATE OR LOCAL TAX PURPOSES.
1.75
"SELLER'S INDEMNIFICATION CLAIM" SHALL BE AS DEFINED IN SECTION
9.1.
1.76
"SELLER'S KNOWLEDGE" SHALL MEAN THE ACTUAL KNOWLEDGE OF ANY OF THE
PERSONS SET FORTH ON SCHEDULE 1.76.
THE PARTIES ACKNOWLEDGE THAT THE SECTIONS
OF THE SELLER DISCLOSURE SCHEDULE LISTING INFORMATION REQUIRED BY SECTIONS 4.5,
4.11, 4.13, 4.14 4.15, 4.16 AND 4.18 WILL BE BASED PRIMARILY ON INFORMATION
PROVIDED TO SELLER, THE COMPANY OR THEIR AFFILIATES BY SERVICING AGENT AND IN
SUCH CIRCUMSTANCES QUALIFICATIONS AS TO SELLER'S KNOWLEDGE SHALL MEAN THE
PERSONS ON SCHEDULE 1.76 HAVE NO ACTUAL KNOWLEDGE OF ANY INACCURACIES REGARDING
ANY SUCH INFORMATION PROVIDED BY SERVICING AGENT, AND SUCH PERSONS SHALL NOT
HAVE ANY IMPLIED DUTY TO PERFORM AN INDEPENDENT VERIFICATION OF THE ACCURACY OF
SUCH INFORMATION.
1.77
"SERVICING AGENT" MEANS RHI ENTERTAINMENT, LLC OR ANY RELATED
PERSONS PERFORMING CERTAIN SALES, MARKETING AND OTHER SERVICES IN CONNECTION
WITH THE FILMS PURSUANT TO THAT CERTAIN