LIBRARY SERVICES AGREEMENT BY AND
BETWEEN CROWN MEDIA HOLDINGS, INC. AND HALLMARK ENTERTAINMENT, INC. (PREDECESSOR
IN INTEREST TO RHI ENTERTAINMENT, LLC), DATED AS OF SEPTEMBER 28, 2001, AS
AMENDED OR EXTENDED FROM TIME TO TIME.
9
1.78
"STRADDLE PERIOD" SHALL MEAN ANY TAXABLE PERIOD BEGINNING BEFORE
THE CLOSING DATE AND ENDING AFTER THE CLOSING DATE.
1.79
"SUBSIDIARY" OF ANY PERSON MEANS ANY CORPORATION OR OTHER ENTITY OF
WHICH SECURITIES OR OTHER OWNERSHIP INTERESTS HAVING ORDINARY VOTING POWER TO
ELECT A MAJORITY OF THE BOARD OF DIRECTORS OR OTHER PERSONS PERFORMING SIMILAR
FUNCTIONS ARE AT THE TIME DIRECTLY OR INDIRECTLY OWNED OR CONTROLLED BY SUCH
PERSON OR ONE OR MORE SUBSIDIARIES OF SUCH PERSON.
1.80
"TAX" OR "TAXES" SHALL INCLUDE ALL TAXES IMPOSED BY ANY U.S.
FEDERAL, STATE, LOCAL, FOREIGN OR OTHER TAXING AUTHORITY, INCLUDING ALL INCOME,
GROSS RECEIPTS, GAINS PROFITS, WINDFALL PROFITS, GIFT, SEVERANCE, AD VALOREM,
CAPITAL, SOCIAL SECURITY, UNEMPLOYMENT DISABILITY, PREMIUM, RECAPTURE, CREDIT,
EXCISE, PROPERTY, COMMERCIAL RENT, SALES, USE, OCCUPATION, SERVICE, SERVICE USE,
LEASING, LEASING USE, VALUE ADDED, TRANSFER, PAYROLL, EMPLOYMENT, WITHHOLDING,
ESTIMATED, LICENSE, STAMP, FRANCHISE OR SIMILAR TAXES OF ANY KIND WHATSOEVER,
INCLUDING INTEREST, PENALTIES OR ADDITIONS THERETO.
1.81
"TAX CONTEST" SHALL BE AS DEFINED IN SECTION 6.11(F).
1.82
"TAX RETURN" SHALL MEAN ANY REPORT, RETURN, DOCUMENTS, DECLARATION
OR OTHER INFORMATION (AND ANY SUPPORTING SCHEDULES OR ATTACHMENTS THERETO)
REQUIRED TO BE SUPPLIED TO ANY TAXING AUTHORITY OR JURISDICTION WITH RESPECT TO
TAXES (INCLUDING ANY RETURNS OR REPORTS FILED ON A CONSOLIDATED, UNITARY, OR
COMBINED BASIS).
1.83
INTENTIONALLY OMITTED.
1.84
"TRADEMARK REGISTRATIONS" SHALL MEAN THE TRADEMARK REGISTRATIONS
WITH RESPECT TO THE FILMS, BOTH FOREIGN AND DOMESTIC, WHEREVER THE FILMS ARE
LICENSED, DISTRIBUTED OR OTHERWISE EXPLOITED.
1.85
"VIDEO-ON-DEMAND AGREEMENTS" MEANS THE VOD LICENSE AGREEMENT
BETWEEN CROWN MEDIA UNITED STATES, LLC AND COMCAST CABLE COMMUNICATIONS, LLC,
DATED AS OF OCTOBER 4, 2004 AND ANY OTHER SIMILAR AGREEMENTS WITH THIRD PARTIES
RELATED TO "VIDEO-ON-DEMAND" EXHIBITION TO THE EXTENT SUCH AGREEMENTS GRANT
RIGHTS TO THE FILMS.
1.86
"VIDEOGRAM" SHALL MEAN ANY AND ALL FORMS OF VIDEOCASSETTE, DVD,
CD-ROM, VIDEODISC, VIDEO CARTRIDGE, AUDIOVISUAL TAPE, OR OTHER SIMILAR DEVICE
NOW KNOWN OR HEREAFTER DEVISED AND DESIGNED PRIMARILY (BUT NOT EXCLUSIVELY) FOR
IN-HOME EXHIBITION BY MEANS OF A VCR, DVD PLAYER OR OTHER PLAYBACK DEVICE WHICH
CAUSES A VISUAL IMAGE (WHETHER OR NOT SYNCHRONIZED WITH SOUND) TO BE SEEN ON THE
SCREEN OF A TELEVISION RECEIVER OR ANY COMPARABLE DEVICE NOW KNOWN OR HEREAFTER
DEVISED.
1.87
"WARNER BROS. LICENSE AGREEMENT" SHALL MEAN THE DISTRIBUTION
AGREEMENT DATED AS OF MAY 22, 2006 BY AND BETWEEN WARNER BROS. DOMESTIC CABLE
DISTRIBUTION ("WARNER BROS.") AND THE COMPANY.
1.88
"WAYZGOOSE, LTD." SHALL BE AS DEFINED IN SECTION 4.1(C).
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ARTICLE 2
PURCHASE AND SALE
2.1
PURCHASE AND SALE OF THE COMPANY.
UPON THE TERMS AND SUBJECT TO
CONDITIONS SET FORTH IN THIS AGREEMENT, SELLER SHALL AT THE CLOSING SELL,
ASSIGN, GRANT, CONVEY AND DELIVER TO BUYER, AND BUYER SHALL ACQUIRE FROM SELLER
WITH EFFECT FROM THE CLOSING, ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO THE