SUCH
TERM IN THE INTRODUCTORY PARAGRAPH.
(RR)
"PARTY" AND "PARTIES" SHALL MEAN THE BUYER, SELLER
AND PARENT GPAA.
(SS)
"PERSON" SHALL MEAN AN INDIVIDUAL, A PARTNERSHIP, A
LIMITED LIABILITY COMPANY, A CORPORATION, AN ASSOCIATION, A JOINT STOCK
CORPORATION, A TRUST, A JOINT VENTURE, AN UNINCORPORATED ORGANIZATION, OR A
GOVERNMENTAL ENTITY (OR ANY DEPARTMENT, AGENCY, OR POLITICAL SUBDIVISION
THEREOF).
(TT)
"POST CLOSING STATEMENT" SHALL HAVE THE MEANING
ASCRIBED TO IT SECTION 2.5(C).
(UU)
"POTENTIAL CONTRIBUTOR" SHALL HAVE THE MEANING ASCRIBED
TO SUCH TERM IN SECTION 8.8.
(VV)
"PROCEEDING" SHALL MEAN ANY ACTION, SUIT, LITIGATION,
ARBITRATION, PROCEEDING (INCLUDING ANY CIVIL, CRIMINAL, ADMINISTRATIVE,
INVESTIGATIVE OR APPELLATE PROCEEDING AND ANY INFORMAL PROCEEDING), PROSECUTION,
CONTEST, HEARING, INQUIRY, AUDIT, EXAMINATION OR INVESTIGATION (OTHER THAN A
ROUTINE INSPECTION) COMMENCED, BROUGHT, CONDUCTED OR HEARD BY OR BEFORE, OR
OTHERWISE INVOLVING, ANY GOVERNMENTAL ENTITY OR ANY ARBITRATOR OR ARBITRATION
PANEL.
(WW)
"PROGRAMMING LICENSE AGREEMENT" SHALL MEAN THE PROGRAMMING
LICENSE AGREEMENT, ENTERED INTO BY AND BETWEEN SELLER AND BUYER AS OF THE
CLOSING DATE, IN FORM AND SUBSTANCE SATISFACTORY TO BUYER AND SELLER, ATTACHED
HERETO AS EXHIBIT B.
(XX)
"PURCHASE PRICE" SHALL MEAN $2,000,000.
(YY)
"REAL PROPERTY" SHALL MEAN THOSE PROPERTIES IN THEIR
COMMONLY KNOWN NAMES SET FORTH ON EXHIBIT D HERETO.
5
(ZZ)
"RECEIVING PARTY" SHALL HAVE THE MEANING ASCRIBED TO
SUCH TERM IN SECTION 8.4.
(AAA)
"RECORDS" SHALL MEAN INFORMATION OF SELLER THAT IS
INSCRIBED ON A TANGIBLE MEDIUM OR THAT IS STORED IN AN ELECTRONIC OR OTHER
MEDIUM AND IS RETRIEVABLE IN PERCEIVABLE FORM AND RELATED TO THE GOLD BUSINESS,
INCLUDING CLIENT AND CUSTOMER LISTS AND RECORDS, RESEARCH AND DEVELOPMENT
REPORTS AND RECORDS, PRODUCTION REPORTS AND RECORDS, SERVICE AND WARRANTY
RECORDS, OPERATING GUIDES AND MANUALS, DESIGN DATABASES AND RECORDS, AND TEST
AND CHARACTERIZATION PROGRAMS AND PROCEDURES AND RECORDS, BUT EXCLUDING RECORDS
RELATING TO THE OPERATION OF THE OUTDOOR CHANNEL, INC. BY THE SELLER AND EMAILS
(EXCEPT TO THE EXTENT THAT ANY OF THE RECORDS DESCRIBED ABOVE ARE EMBODIED
SOLELY IN EMAIL FORM).
(BBB)
"REPRESENTATIVES" SHALL MEAN WITH RESPECT TO A PARTY, THE
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, INVESTMENT BANKERS, ATTORNEYS,
ACCOUNTANTS AND OTHER ADVISORS TO, OR REPRESENTATIVES OF, SUCH PARTY AND/OR ITS
SUBSIDIARIES.
(CCC)
"SECURITIES" SHALL MEAN ALL 2,000 SHARES OF LDMA STOCK AND
100% OF THE GPAA MEMBERSHIP INTERESTS.
(DDD)
"SECURITIES ACT" SHALL MEAN THE SECURITIES ACT OF 1933, AS
AMENDED.
(EEE)
"SELLER" SHALL HAVE THE MEANING ASCRIBED TO SUCH TERM IN
THE INTRODUCTORY PARAGRAPH.
(FFF)
"SELLER DISCLOSURE SCHEDULE" SHALL HAVE THE MEANING
ASCRIBED TO SUCH TERM IN ARTICLE 3.
(GGG)
"SELLER INDEMNIFIED PARTIES" SHALL HAVE THE MEANING ASCRIBED
TO SUCH TERM IN SECTION 8.2(A).
(HHH)
"SELLER MATERIAL ADVERSE EFFECT" SHALL MEAN ANY EVENT,
CONDITION, CHANGE, DEVELOPMENT, STATE OF FACTS OR OTHER MATTER (EACH AN
"EFFECT"), INDIVIDUALLY OR IN COMBINATION WITH ANY OTHER EFFECT, THAT HAS HAD OR
COULD REASONABLY BE EXPECTED TO HAVE A MATERIALLY ADVERSE EFFECT ON (I) THE
SECURITIES, GPAA, OR LDMA, OR (II) THE ABILITY OF SELLER TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY OR ANY AGREEMENTS DELIVERED OR ENTERED INTO IN
CONNECTION