of April 24, 2007, by and
among Outdoor Channel Holdings, Inc., a Delaware corporation (the "Seller"),
Gold Prospectors' Association of America, Inc., a California corporation and a
wholly-owned subsidiary of Seller and the parent of Gold Prospectors'
Association of America, LLC, ("Parent GPAA") and The Gold Business, LLC. (the
"Buyer").
ARTICLE 1
DEFINITIONS AND INTERPRETATION
1.1
CERTAIN DEFINITIONS.
THE TERMS DEFINED IN
THIS AGREEMENT SHALL HAVE THEIR RESPECTIVE DEFINED MEANINGS WHENEVER SUCH TERMS
ARE USED IN THIS AGREEMENT, UNLESS THE CONTEXT EXPRESSLY OR BY NECESSARY
IMPLICATION OTHERWISE REQUIRES.
IN ADDITION, THE FOLLOWING TERMS SHALL HAVE THE
MEANINGS SET FORTH BELOW:
(A)
"ADJUSTMENT AMOUNT" SHALL HAVE THE MEANING
ASCRIBED TO SUCH TERM AS SET FORTH IN SECTION 2.5(E).
(B)
"AFFILIATE" SHALL MEAN ANY ENTITY WHICH CONTROLS,
IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, SELLER OR BUYER, AS THE CASE
MAY BE.
AN ENTITY SHALL BE DEEMED TO BE IN CONTROL OF ANOTHER ENTITY IF, AND
FOR SO LONG AS, IT OWNS OR CONTROLS MORE THAN 50% OF THE VOTING POWER IN THE
ELECTION OF DIRECTORS (OR, IN THE CASE OF AN ENTITY THAT IS NOT A CORPORATION,
FOR THE ELECTION OF THE CORRESPONDING MANAGING AUTHORITY) OF SUCH OTHER ENTITY.
(C)
"AFFILIATED GROUP" MEANS ANY AFFILIATED GROUP
WITHIN THE MEANING OF CODE SECTION 1504(A) OR ANY SIMILAR GROUP DEFINED UNDER A
SIMILAR PROVISION OF STATE, LOCAL, OR FOREIGN LAW.
(D)
"AGREEMENT" SHALL HAVE THE MEANING ASCRIBED TO
SUCH TERM IN THE INTRODUCTORY PARAGRAPH.
(E)
"AIRTIME AGREEMENT" MEANS THAT CERTAIN AGREEMENT
BY AND BETWEEN GLOBAL OUTDOORS, INC. AND THE OUTDOOR CHANNEL, A SUBSIDIARY OF
THE SELLER, DATED AS OF JANUARY 21, 1998.
(F)
"ASSUMED LIABILITIES" SHALL HAVE THE MEANING
ASCRIBED TO SUCH TERM IN THE SECTION 6.9 HEREOF.
(G)
"BREACH" SHALL MEAN ANY BREACH OF, OR ANY
INACCURACY IN, ANY REPRESENTATION OR WARRANTY OR ANY BREACH OF, OR FAILURE TO
PERFORM OR COMPLY WITH, ANY COVENANT OR OBLIGATION, IN OR
1
OF THIS AGREEMENT OR ANY OTHER CONTRACT, OR ANY EVENT WHICH WITH THE PASSING OF
TIME OR THE GIVING OF NOTICE, OR BOTH, WOULD CONSTITUTE SUCH A BREACH,
INACCURACY OR FAILURE.
(H)
"BUSINESS DAY" SHALL MEAN ANY DAY OTHER THAN
SATURDAY OR SUNDAY OR ANY OTHER DAY ON WHICH BANKS IN CALIFORNIA ARE PERMITTED
OR REQUIRED TO BE CLOSED.
(I)
"BUYER" SHALL HAVE THE MEANING ASCRIBED TO
SUCH TERM IN THE INTRODUCTORY PARAGRAPH.
(J)
"BUYER DISCLOSURE SCHEDULE" SHALL HAVE THE
MEANING ASCRIBED TO SUCH TERM IN ARTICLE 4.
(K)
"BUYER INDEMNIFIED PARTIES" SHALL HAVE THE
MEANING ASCRIBED TO SUCH TERM IN SECTION 8.3(A).
(L)
"CAP" SHALL HAVE THE MEANING ASCRIBED TO SUCH
TERM IN SECTION 8.3(C).
(M)
"CLOSING" SHALL HAVE THE MEANING ASCRIBED TO SUCH
TERM IN SECTION 2.2.
(N)
"CLOSING DATE" SHALL HAVE THE MEANING ASCRIBED TO
SUCH TERM IN SECTION 2.2.
(O)
"CODE" SHALL MEAN THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.
(P)
"COLLATERAL AGREEMENTS" SHALL MEAN: (I) THE
TRANSITION SERVICES AGREEMENT; AND (II) THE PROGRAMMING LICENSE AGREEMENT.
(Q)
"CONSENT" SHALL MEAN ANY APPROVAL, CONSENT,
RATIFICATION,