PERMISSION, WAIVER OR AUTHORIZATION (INCLUDING ANY GOVERNMENTAL
AUTHORIZATION).
(R)
"CONSIDERATION" SHALL MEAN $2,000,000.
(S)
"CONTRACT" SHALL MEAN ANY AGREEMENT, LEASE,
LICENSE, EVIDENCE OF INDEBTEDNESS, MORTGAGE, INDENTURE, SECURITY AGREEMENT OR
OTHER CONTRACT (WHETHER WRITTEN OR ORAL).
(T)
"COVENANT BREACH" SHALL MEAN WITH RESPECT TO A
PARTY, A BREACH OF, NONFULFILLMENT OR FAILURE TO COMPLY WITH A COVENANT OR
OBLIGATION EXPRESSLY MADE BY SUCH PARTY HEREIN OR IN ANY OTHER CERTIFICATE,
DOCUMENT, (OTHER THAN THE COLLATERAL AGREEMENTS) WRITING OR INSTRUMENT DELIVERED
BY SUCH PARTY PURSUANT TO THIS AGREEMENT.
(U)
"DETERMINATION DATE" SHALL HAVE THE MEANING
ASCRIBED TO SUCH TERM IN SECTION 2.5(D) HEREOF.
2
(V)
"EMPLOYEES" SHALL MEAN THE EMPLOYEES OF GPAA AND
LDMA AS AT THE CLOSING DATE.
(W)
"ERISA" SHALL MEAN THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED.
(X)
"ERISA AFFILIATE" SHALL MEAN ANY ENTITY WHICH IS
(OR AT ANY RELEVANT TIME WAS) A MEMBER OF A "CONTROLLED GROUP OF CORPORATIONS"
WITH OR UNDER "COMMON CONTROL" WITH SELLER AS DEFINED IN SECTION 414(B) OR (C)
OF THE CODE.
(Y)
"ESTIMATED WORKING CAPITAL" SHALL HAVE THE MEANING
ASCRIBED TO SUCH TERMS AS SET FORTH IN SECTION 2.5(A).
(Z)
"FINAL STOCKHOLDERS EQUITY" SHALL HAVE THE
MEANING ASCRIBED TO SUCH TERMS AS SET FORTH IN SECTION 2.5(C).
(AA)
"GOLD BUSINESS" SHALL MEAN THAT PORTION OF SELLER'S
BUSINESS CONSISTING OF, AND RELATING TO THE OPERATIONS OF LDMA AND GPAA,
INCLUDING, BUT NOT LIMITED TO: (I) THE ACTIVITIES INVOLVING THE PROMOTION AND
SALE OF GOLD PROSPECTING EXPEDITIONS TO (A) THE CRIPPLE RIVER PROPERTY LOCATED
NEAR NOME, ALASKA; AND (B) THE PINE LOG PROPERTY LOCATED IN THE MOTHERLODE
REGION OF CALIFORNIA; (II) THE SALE OF MEMBERSHIPS IN LOST DUTCHMAN'S WHICH
ENTITLE MEMBERS TO ENGAGE IN GOLD PROSPECTING ON CERTAIN REAL ESTATE PROPERTIES;
(III) THE SALE OF PRODUCTS AND SERVICES RELATED TO GOLD PROSPECTING, GOLD
EXPOSITIONS, EXPEDITIONS AND OUTINGS INCLUDING THE PRINTING AND DISTRIBUTION OF
THE "GOLD PROSPECTORS & TREASURE HUNTERS IN THE GREAT OUTDOORS" MAGAZINE; AND
(IV) THE GOLD BUSINESS PRODUCTION RIGHTS.
FOR THE AVOIDANCE OF DOUBT, THE GOLD
BUSINESS SHALL NOT INCLUDE ANY BUSINESS OF SELLER RELATED TO OPERATING THE
OUTDOOR CHANNEL®, A NATIONAL TELEVISION NETWORK DEVOTED TO TRADITIONAL OUTDOOR
ACTIVITIES SUCH AS HUNTING, FISHING AND SHOOTING SPORTS, AS WELL AS OFF-ROAD
MOTOR SPORTS AND OTHER OUTDOOR RELATED LIFESTYLE PROGRAMMING.
(BB)
"GOLD BUSINESS PRODUCTION RIGHTS" MEANS THE PRODUCTION
RIGHTS AND ALL INTELLECTUAL PROPERTY AND INTELLECTUAL PROPERTY RIGHTS RELATED TO
THE PROGRAMS "GOLD FEVER", "BUZZARDITE CLASSICS", "PROSPECTING AMERICA",
"IDITAROD", "BUZZARDITE", "GOLD PROSPECTOR'S SHOW", "PROSPECTOR'S PREACHER",
"PROSPECTING FOR GOLD" AND "GOLD PROSPECTING", AND ANY PHYSICAL FOOTAGE OF THE
FOREGOING.
(CC)
"GOVERNMENTAL AUTHORIZATION" SHALL MEAN ANY APPROVAL,
CONSENT, RATIFICATION, WAIVER OR OTHER AUTHORIZATION OF, OR ANY LICENSE,
REGISTRATION OR PERMIT ISSUED, GRANTED, OR GIVEN BY OR UNDER THE AUTHORITY OF
ANY GOVERNMENTAL ENTITY OR PURSUANT TO ANY LEGAL REQUIREMENT.
(DD)
"GOVERNMENTAL ENTITY" SHALL MEAN ANY: (I) NATION,
PRINCIPALITY, STATE, COMMONWEALTH, PROVINCE, TERRITORY, COUNTY, MUNICIPALITY,
DISTRICT OR OTHER JURISDICTION OF ANY NATURE; (II) FEDERAL, STATE, LOCAL,
MUNICIPAL, FOREIGN OR OTHER GOVERNMENT; (III) GOVERNMENTAL OR QUASI