PART, ANY RIGHTS IN THE COMPANY
ASSETS, TO ANY PERSON.
1.22
"CONFIDENTIAL MEMORANDUM" SHALL BE AS DEFINED IN SECTION 6.10.
1.23
"CONFIDENTIALITY AGREEMENT" SHALL MEAN THE CONFIDENTIALITY
AGREEMENT DATED AS OF JULY 6, 2006, BY AND BETWEEN CROWN MEDIA HOLDINGS, INC.
AND KELSO & COMPANY.
1.24
"CONTRACT" SHALL MEAN ANY NOTE, BOND, INDENTURE, MORTGAGE, DEED OF
TRUST, CONTRACT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT.
1.25
"CONTROL" SHALL MEAN THE POSSESSION, DIRECTLY OR INDIRECTLY, OF THE
AFFIRMATIVE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT AND
POLICIES OF A PERSON (WHETHER THROUGH OWNERSHIP OF SECURITIES, PARTNERSHIP
INTERESTS OR OTHER OWNERSHIP INTERESTS, BY CONTRACT, BY MEMBERSHIP OR
INVOLVEMENT IN THE BOARD OF DIRECTORS, MANAGEMENT COMMITTEE OR MANAGEMENT
STRUCTURE OF SUCH PERSON, OR OTHERWISE), AND "CONTROLLED" SHALL BE CONSTRUED
ACCORDINGLY.
1.26
"CONTROLLING PARTY" SHALL BE AS DEFINED IN SECTION 6.11(F).
1.27
INTENTIONALLY OMITTED.
1.28
"COPYRIGHT REGISTRATIONS" SHALL MEAN THE COPYRIGHT REGISTRATIONS
WITH RESPECT TO THE FILMS, ISSUED BY THE U.S. COPYRIGHT OFFICE OR SUCH FOREIGN
COPYRIGHT OFFICE, OR EQUIVALENT THEREOF, WHEREVER THE FILMS ARE LICENSED,
DISTRIBUTED OR OTHERWISE EXPLOITED.
1.29
"DISPUTE NOTICE" SHALL BE AS DEFINED IN SECTION 3.2(C).
1.30
"ESTIMATED A/R STATEMENT" SHALL BE AS DEFINED IN SECTION 3.2(B).
1.31
"ESTIMATED ADJUSTED ACCOUNTS RECEIVABLE" SHALL BE AS DEFINED IN
SECTION 3.2(B).
1.32
"EXPLOITATION" SHALL MEAN, IN RELATION TO ANY FILM, THE RELEASE,
SALE, DISTRIBUTION, SUB-DISTRIBUTION, LEASING, SUB-LEASING, MARKETING,
LICENSING, SUB-LICENSING, EXHIBITION, BROADCASTING OR OTHER EXPLOITATION OF SUCH
FILM, AND "EXPLOIT" SHALL BE CONSTRUED ACCORDINGLY.
3
1.33
"FILM AGREEMENTS" SHALL MEAN THOSE CONTRACTS, JUDICIAL AWARDS
AND/OR RULINGS PURSUANT TO WHICH SELLER, THE COMPANY, THEIR AFFILIATES OR THEIR
PREDECESSORS IN INTEREST ACQUIRED OR PURCHASED FROM ANY OTHER PERSON ANY OF THE
FILM RIGHTS, AS SUCH AGREEMENTS HAVE BEEN AMENDED FROM TIME TO TIME.
SUCH
AGREEMENTS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY AND ALL:
PRODUCTION
SERVICES AGREEMENTS, WRITER AGREEMENTS, LITERARY OR OTHER RIGHTS ACQUISITION
AGREEMENTS, WORK-FOR-HIRE AGREEMENTS, PRODUCER AGREEMENTS, TALENT AGREEMENTS,
ASSIGNMENT OF RIGHTS AGREEMENTS, ASSIGNMENTS OF FILM INTELLECTUAL PROPERTY,
RELEASES AND/OR ANY AND ALL OTHER DOCUMENTS, AGREEMENTS, LETTERS, RELEASES,
CONTRACTS, OR MEMORANDA, (WHETHER IN WRITTEN OR ELECTRONIC FORMAT) PERTAINING TO
THE ACQUISITION OF FILM RIGHTS OF EACH SUCH FILM.
1.34
"FILM INTELLECTUAL PROPERTY" SHALL MEAN ALL RIGHT, TITLE AND
INTEREST OF SELLER AND THE COMPANY IN AND TO ANY OF THE INTELLECTUAL PROPERTY
OWNED, USED, HELD, DEVELOPED, OR UNDER DEVELOPMENT RELATED TO THE FILMS,
INCLUDING, BUT NOT LIMITED TO, THE COPYRIGHT REGISTRATIONS AND TRADEMARK
REGISTRATIONS.
1.35
"FILM PROPERTIES" SHALL MEAN ALL EXISTING PHYSICAL PROPERTIES
(OTHER THAN LITERARY PROPERTY) OF OR RELATING TO THE FILMS OWNED OR CONTROLLED
BY SELLER OR THE COMPANY OR TO WHICH SELLER OR THE COMPANY HAS ACCESS, SUBJECT
TO THE BAGBRIDGE RIGHTS THEREIN, INCLUDING, BUT NOT LIMITED TO, FILM, FILM
NEGATIVES AND POSITIVES; SOUND EFFECT TRACKS; MASTER TAPES AND OTHER DUPLICATING
MATERIALS OF ANY KIND; ORIGINAL ART WORK; AND OTHER TANGIBLE ELEMENTS AND
MATERIALS AND PROPERTIES IN RESPECT OF THE FILMS; FOREIGN LANGUAGE DUBBED AND
TITLED VERSIONS; PRINTS AND NEGATIVES OF STILLS; TRAILERS AND TELEVISION SPOTS