BY APPLICABLE GAAP TO BE
ACCRUED ON THE FINANCIAL STATEMENTS OF SUCH PERSON.
1.52
"LICENSE AGREEMENTS" SHALL MEAN THOSE CONTRACTS ENTERED INTO BY
SELLER OR THE COMPANY, THEIR AFFILIATES OR BY THEIR PREDECESSORS IN INTEREST,
(OR ANY SUCH CONTRACTS OF WHICH SELLER OR THE COMPANY OR THEIR PREDECESSORS IN
INTEREST IS THE ASSIGNEE, TRANSFEREE, OR BENEFICIARY OF, IN WHOLE OR IN PART),
PURSUANT TO WHICH SELLER OR THE COMPANY OR THEIR PREDECESSORS IN INTEREST
LICENSED, GRANTED, CONVEYED, ASSIGNED, AND/OR TRANSFERRED, IN WHOLE OR IN PART,
ANY RIGHTS IN THE COMPANY ASSETS, TO ANY PERSON.
SALE AND LEASEBACK
TRANSACTIONS SHALL BE TREATED AS LICENSE AGREEMENTS REGARDLESS OF WHEN THEY WERE
CONCLUDED.
FOR THE AVOIDANCE OF DOUBT, LICENSE AGREEMENTS SHALL NOT INCLUDE THE
BAGBRIDGE AGREEMENT.
6
1.53
"LIEN" SHALL MEAN ANY LIEN, ENCUMBRANCE, PLEDGE, MORTGAGE, SECURITY
INTEREST, CLAIM UNDER BAILMENT OR STORAGE CONTRACT.
1.54
"LITERARY PROPERTY" SHALL MEAN THE LITERARY AND MUSICAL MATERIAL
UPON WHICH, IN WHOLE OR IN PART, ANY FILM IS BASED, OR WHICH HAS BEEN USED OR
INCLUDED IN ANY FILM, INCLUDING, WITHOUT LIMITATION, THE SCREENPLAY, AND ALL
OTHER SCRIPTS, SCENARIOS, STORIES, TREATMENTS, MOVIES, OUTLINES, TITLES,
CONCEPTS, MANUSCRIPTS, RECORDED MUSIC SCORES, SOUNDTRACKS AND LEAD SHEETS OR
OTHER PROPERTIES OR MATERIALS OF ANY KIND OR NATURE, IN WHATEVER STATE OF
COMPLETION AND ALL DRAFTS, VERSIONS AND VARIATIONS THEREOF.
1.55
"LOSSES" SHALL BE AS DEFINED IN SECTION 9.1.
1.56
"MATERIAL CONTRACTS" SHALL BE AS DEFINED IN SECTION 4.11.
1.57
"MEDIA" SHALL MEAN ANY AND ALL FORMS OF EXHIBITION AND DELIVERY BY
EVERY MEANS, METHOD, PROCESS, MEDIUM OR DEVICE NOW OR HEREAFTER KNOWN, INVENTED,
CONTEMPLATED OR DEVISED THROUGHOUT THE UNIVERSE, INCLUDING, WITHOUT LIMITATION:
THEATRICAL, TELEVISION, INTERNET, BROADBAND AND NARROWBAND DIGITAL DELIVERY, AND
VIDEOGRAM (AS DEFINED BELOW) EXHIBITION, FREE (OR OVER-THE-AIR), CABLE AND BASIC
CABLE TELEVISION, PAY AND SUBSCRIPTION TELEVISION, AND COMMUNITY ANTENNA
SYSTEMS, LOW AND FULL POWER TELEVISION, MULTI-POINT DISTRIBUTION SYSTEMS, WIRE,
FIBER OPTICS, MICROWAVE, TELSTAR-TYPE, DBS, ALL OTHER FORMS OF SATELLITE AND
RELAY TELEVISION, SO-CALLED "INTERACTIVE TELEVISION," VIDEO-ON-DEMAND,
NEAR-VIDEO-ON-DEMAND, HIGH-DEFINITION TELEVISION (HDTV) AND ANY AND ALL OTHER
KINDS OF OPEN OR CLOSED CIRCUIT SYSTEMS (AS NOW OR HEREAFTER KNOWN).
1.58
"PARTICIPATIONS AND RESIDUALS" MEANS ANY (I) PROFIT PARTICIPATION
RELATED TO THE EXPLOITATION OF ANY FILM RIGHTS AND (II) RESIDUAL PAYMENTS DUE TO
CREATIVE ARTISTS OR GUILDS ON ACCOUNT OF THE EXPLOITATION OF THE FILM RIGHTS,
EXCEPT FOR PAYMENTS DUE IN CONNECTION WITH MUSIC LICENSING CONTEMPLATED IN
SECTION 4.14(A).
1.59
"PERMITTED LIENS" SHALL MEAN (A) LIENS FOR TAXES OR GOVERNMENTAL
ASSESSMENTS, CHARGES OR CLAIMS THE PAYMENT OF WHICH IS NOT YET DUE, OR FOR TAXES
THE VALIDITY OF WHICH ARE BEING CONTESTED IN GOOD FAITH; (B) LIENS OF
LABORATORIES, CARRIERS, WAREHOUSEMEN, MECHANICS, MATERIALMEN AND OTHER SIMILAR
PERSONS AND OTHER LIENS IMPOSED BY APPLICABLE LAW, IN EACH CASE, IN RESPECT TO
ACCOUNTS DUE AND OWING PRIOR TO THE CLOSING, INCURRED IN THE ORDINARY COURSE OF
BUSINESS FOR SUMS NOT YET DELINQUENT OR BEING CONTESTED IN GOOD FAITH; (C) LIENS
SECURING EXECUTORY OBLIGATIONS UNDER ANY LEASE ENTERED INTO THROUGH OR ARRANGED
BY SERVICING