BE DETERMINED BY REFERENCE TO THE UNITED STATES; (IX) REFERENCES
TO "DAYS" SHALL MEAN CALENDAR DAYS; REFERENCES TO "BUSINESS DAYS" SHALL MEAN ALL
DAYS OTHER THAN SATURDAYS, SUNDAYS AND DAYS THAT ARE LEGAL HOLIDAYS IN THE STATE
OF DELAWARE; (X) REFERENCES TO MONTHLY OR ANNUAL ANNIVERSARIES SHALL BE TO THE
ACTUAL CALENDAR MONTHS OR YEARS AT ISSUE (TAKING INTO ACCOUNT THE ACTUAL NUMBER
OF DAYS IN ANY SUCH MONTH OR YEAR); AND (XI) DAYS, BUSINESS DAYS AND TIMES OF
DAY SHALL BE DETERMINED BY REFERENCE TO LOCAL TIME IN WILMINGTON, DELAWARE.
ARTICLE 11
CERTAIN MATTERS
11.1
LIABILITIES.
CDI, CDI SUB AND THE COMPANY SHALL NOT BE LIABLE FOR
ANY LIABILITIES INCURRED BY HRTV WITH RESPECT TO THE PERIOD PRIOR TO THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED IN THE ASSET TRANSFER AND
CONTRIBUTION AGREEMENT.
11.2
LEASE OF ASSETS. MEC, THROUGH ITS WHOLLY-OWNED SUBSIDIARY HORSE
RACING TV, INC., WILL LEASE CERTAIN TANGIBLE ASSETS RELATED TO THE BUSINESS TO
THE COMPANY UNDER THE EQUIPMENT LEASE.
IN ADDITION, THE REAL PROPERTY NEEDED
FOR THE CONDUCT OF THE BUSINESS OF THE COMPANY WILL BE SUBLEASED TO THE COMPANY
BY LOS ANGELES TURF CLUB, INC. UNDER THE REAL PROPERTY LEASE.
11.3
PREFERRED POSITIONING.
THE COMPANY WILL USE BEST EFFORTS TO
BROADCAST LIVE ON HRTV AS MANY CDI AND MEC RACES AS POSSIBLE DURING THE TIME
PERIOD IN WHICH THE CDI AND MEC RACES ARE CONDUCTED (I.E., ON A LIVE BASIS
RATHER THAN DELAYED); PROVIDED, HOWEVER, THAT THE COMPANY WILL NOT BE REQUIRED
TO BROADCAST LIVE CDI RACES AT THE EXPENSE OF THE LIVE BROADCAST OF MEC RACES OF
GREATER QUALITY BASED ON THE TRACK GROUPINGS OUTLINED IN SCHEDULE 3 OF THE
BUSINESS PLAN; PROVIDED, FURTHER, THAT THE COMPANY WILL NOT BE REQUIRED TO
BROADCAST LIVE MEC RACES AT THE EXPENSE OF THE LIVE BROADCAST OF CDI RACES OF
GREATER QUALITY BASED ON THE TRACK GROUPINGS OUTLINED IN SCHEDULE 3 OF THE
BUSINESS PLAN.
FURTHERMORE, THE COMPANY WILL BE REQUIRED TO BROADCAST LIVE ON
HRTV A PERCENTAGE OF CDI AND MEC RACES NOT LESS THAN THE PERCENTAGE REFLECTED
BELOW FOR THE RELEVANT TRACK GROUPS, AS DEFINED ON SCHEDULE 3 OF THE BUSINESS
PLAN, BASED ON THE CURRENT SCHEDULE OF RACE MEETS CONDUCTED BY CDI AND MEC.
IF
A RACETRACK OR CONTROL THEREOF IS SOLD BY MEC OR CDI, ITS RACES SHALL NO LONGER
BE CONSIDERED MEC RACES OR CDI RACES FOR PURPOSES OF THIS SECTION 11.3 EXCEPT TO
THE EXTENT SUCH RACETRACK CONTINUES TO BE BOUND BY THE PROVISIONS OF THIS
AGREEMENT PURSUANT TO SECTION 7.5.
[A]
GROUP A:
95%
[B]
GROUP B+:
75%
37
[C]
GROUP B:
65%
[D]
GROUP C:
50%
11.4
ITV PRODUCT. THE COMPANY SHALL NOT (I) DEVELOP AN ITV PRODUCT, (II)
ACQUIRE AN ITV PRODUCT, OR (III) CO-VENTURE OR CO-DEVELOP AN ITV PRODUCT WITH A
THIRD PARTY, WITHOUT IN THE CASE OF (I), (II) AND (III), APPROVAL BY THE BOARD
OF MANAGERS AND WITH SUCH PRODUCT BRANDED WITH THE BRAND OF THE COMPANY.
THE
PROFITS, COSTS AND EXPENSES OF THIS INITIATIVE