DEFINED UNDER ANY
ENVIRONMENTAL LAW.
(AA) "INTELLECTUAL PROPERTY" MEANS ALL INTELLECTUAL PROPERTY AND PROPRIETARY
RIGHTS INCLUDING ALL (I) PATENTS, PATENT APPLICATIONS, PATENT DISCLOSURES AND
INVENTIONS, WHETHER FOREIGN OR DOMESTIC, INCLUDING ALL REISSUES, CONTINUATIONS,
DIVISIONS, CONTINUATIONS IN PART AND EXTENSIONS THEREOF, (II) INTERNET DOMAIN
NAMES, TRADEMARKS, SERVICE MARKS, TRADE DRESS, TRADE NAMES, SLOGANS, LOGOS AND
CORPORATE NAMES AND REGISTRATIONS AND APPLICATIONS FOR REGISTRATION THEREOF
TOGETHER WITH ALL GOODWILL SYMBOLIZED BY THE FOREGOING, (III) COPYRIGHTABLE
WORKS AND REGISTRATIONS AND APPLICATIONS FOR REGISTRATION THEREOF, (IV) COMPUTER
SOFTWARE (INCLUDING BOTH
55
source and object code), and (v) trade secret rights, product plans, technology,
drawings, process engineering, know-how, and confidential information.
(BB) "HIGH POINT LITIGATION" MEANS THE ACTION PRESENTLY CAPTIONED "MAJESTIC
CINEMA HOLDINGS, LLC VS. HIGH POINT CINEMA, LLC D/B/A CONSOLIDATED THEATRES"
(FILE NO. 06 CVS 1014), PENDING IN THE SUPERIOR COURT DIVISION IN THE COUNTY OF
GUILFORD, NORTH CAROLINA, AND ANY DIRECT OR INDIRECT APPEAL RELATING THERETO.
(CC) "IRS" MEANS THE INTERNAL REVENUE SERVICE.
(DD) "KINGSTOWNE LITIGATION" MEANS THE ACTIONS PRESENTLY CAPTIONED "KINGSTOWNE
MOVIE THEATER LP V. KINGSTOWNE CINEMA, LLC" (CASE NO. 2007 1778) AND "KINGSTOWNE
CINEMA, L.L.C. V. KINGSTOWNE MOVIE THEATER, LP" (CASE NO. 2007-2258), PENDING IN
THE CIRCUIT COURT OF FAIRFAX COUNTY, VIRGINIA, AND ANY DIRECT OR INDIRECT APPEAL
RELATING THERETO.
(EE) "KNOWLEDGE" (A) OF SELLERS MEANS THE ACTUAL KNOWLEDGE OR CONSCIOUS
AWARENESS OF CASEY BROCK, CHUCK LATHAM, HERMAN STONE OR DALE COLEMAN AFTER
REASONABLE INQUIRY OF THE HEADQUARTERS EMPLOYEES OF SELLERS OR THE COMPANIES,
AND (B) OF PURCHASER MEANS THE ACTUAL KNOWLEDGE OR CONSCIOUS AWARENESS OF
MICHAEL CAMPBELL, GREGORY DUNN OR AMY MILES AFTER REASONABLE INQUIRY OF THE
OFFICERS, DIRECTORS AND EMPLOYEES OF PURCHASER.
(FF)
"LANDLORD APPROVAL" MEANS ANY CONSENT, APPROVAL OR WAIVER REQUIRED BY THE
EXPRESS TERMS OF ANY LEASE IDENTIFIED ON SCHEDULE 2.3 TO BE OBTAINED FROM THE
LANDLORD THEREUNDER WITH RESPECT TO THE TRANSFER OR CHANGE IN CONTROL OF ANY
COMPANY TO PURCHASER THAT WILL RESULT FROM THE CONSUMMATION OF THE TRANSACTIONS.
(GG) "LAWS" MEANS ALL FOREIGN, FEDERAL, STATE AND LOCAL STATUTES, LAWS,
ORDINANCES, REGULATIONS, RULES, RESOLUTIONS, ORDERS, DETERMINATIONS, WRITS,
INJUNCTIONS, COMMON LAW RULINGS, AWARDS (INCLUDING AWARDS OF ANY ARBITRATOR),
JUDGMENTS, DECREES, AND ANY REQUIREMENTS IMPOSED PURSUANT TO ANY PERMIT, LICENSE
OR AUTHORIZATION ISSUED BY A GOVERNMENTAL ENTITY.
(HH) "LIMITED 6.8 LIABILITY" MEANS ANY ACTUAL OR ANTICIPATED DAMAGES OF THE
COMPANIES (INCLUDING FOR THE PURPOSES OF DEFINITION, CONSEQUENTIAL DAMAGES, LOST
PROFITS, INDIRECT DAMAGES, PUNITIVE DAMAGES AND EXEMPLARY DAMAGES) ARISING OUT
OF OR ANTICIPATED TO ARISE OUT OF MATTERS DISCLOSED IN NOTIFICATIONS OR
SUPPLEMENTS DELIVERED BY SELLERS PURSUANT TO SECTION 6.8(A), BUT ONLY (A) TO THE
EXTENT SUCH DAMAGES RELATE TO OR ARISE FROM LIMITED-INDEMNITY ITEMS, AND (B) IF
PURCHASER HAD THE RIGHT TO, BUT DID NOT, TERMINATE THIS AGREEMENT PURSUANT TO
SECTION 6.8.
(II)
"ORDER" MEANS ANY INJUNCTION, JUDGMENT, RULING, ASSESSMENT, ORDER OR
DECREE OF ANY GOVERNMENTAL ENTITY OR ARBITRATOR HAVING COMPETENT JURISDICTION.
(JJ)
"PERMITTED ENCUMBRANCES" MEANS (I) ENCUMBRANCES RELATED TO STATUTORY
LIENS SECURING REAL PROPERTY TAX OR ASSESSMENT PAYMENTS NOT YET DUE AND PAYABLE,
(II) ENCUMBRANCES