OR LOCAL) OR FOREIGN.
1.40
"GROUP A AVAILABILITIES SCHEDULE" SHALL BE AS DEFINED IN SECTION
4.15(A).
1.41
"GROUP A FILMS" SHALL MEAN THOSE FILMS SET FORTH ON SCHEDULE 1.41.
1.42
"GROUP B FILMS" SHALL MEAN THOSE FILMS SET FORTH ON SCHEDULE 1.42.
1.43
"GUILD" SHALL MEAN THE SCREEN ACTORS GUILD (SAG), AMERICAN
FEDERATION OF TELEVISION AND RADIO ARTISTS (AFTRA), AMERICAN FEDERATION OF
MUSICIANS (AFM), DIRECTORS GUILD OF AMERICA (DGA), WRITERS GUILD OF AMERICA
(WGA), BRITISH EQUITY, ALLIANCE OF CANADIAN CINEMA TELEVISION AND RADIO ARTISTS
(ACTRA), DIRECTORS GUILD OF CANADA (DGC), AMERICAN SOCIETY OF COMPOSERS, AUTHORS
AND PUBLISHERS (ASCAP), SESAC, INC. (SESAC), BROADCAST MUSIC, INC. (BMI) AND ALL
OTHER APPLICABLE GUILDS, UNIONS OR COLLECTIVES.
1.44
"GUILD ASSUMPTION AGREEMENTS" SHALL MEAN THE STANDARD ASSUMPTION
AGREEMENTS REQUIRED BY ANY GUILD TO BE SIGNED BY BUYER OR AN AFFILIATE IN
CONNECTION WITH THE ACQUISITION OF THE COMPANY.
5
1.45
"HMCER LICENSE" SHALL MEAN THE LICENSE TO BE EXECUTED BY BUYER AND
SELLER IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT B.
1.46
"INCOME TAX" SHALL MEAN ANY TAX IMPOSED BY ANY UNITED STATES
FEDERAL, STATE, LOCAL AND FOREIGN OR OTHER TAX AUTHORITY WITH RESPECT TO INCOME,
GROSS RECEIPTS, GAINS, PROFITS OR WINDFALL PROFITS.
1.47
"INDEMNIFIED BUYERS" SHALL BE AS DEFINED IN SECTION 9.1.
1.48
"INDEMNIFIED SELLER PARTIES" SHALL BE AS DEFINED IN SECTION 9.2.
1.49
"INTELLECTUAL PROPERTY" SHALL MEAN ALL OF THE FOLLOWING:
(I)
REGISTERED AND UNREGISTERED TRADEMARKS, SERVICE MARKS, NAMES, SLOGANS, LOGOS,
SYMBOLS, TRADE DRESS, AND TRADE NAMES, TRADEMARK AND SERVICE MARK APPLICATIONS,
TRADEMARK AND SERVICE MARK REGISTRATIONS, AND ANY AND ALL GOODWILL SYMBOLIZED
THEREBY AND ASSOCIATED THEREWITH; (II) PATENTS, INCLUDING, WITHOUT LIMITATION,
REISSUES AND REEXAMINED PATENTS, SUBSTITUTES, DIVISIONS, CONTINUATIONS,
CONTINUATIONS-IN-PART, RENEWALS, EXTENSIONS, PATENT DISCLOSURES AND IMPROVEMENTS
THERETO, AND PATENT APPLICATIONS, WHENEVER FILED
AND WHENEVER ISSUED,
INCLUDING, WITHOUT LIMITATION, ALL PRIORITY RIGHTS RESULTING FROM SUCH
APPLICATIONS, DESIGNS, FORMULAS, IDEAS, CONCEPTS, METHODS, PROCESSES,
DISCOVERIES, AND INVENTIONS; (III) COMPUTER SOFTWARE (IN OBJECT CODE AND SOURCE
CODE), PROGRAMS, SYSTEMS, ALGORITHMS, MENU STRUCTURES, SYNTAX, AND APPLICATIONS,
WITH THE EXCEPTION OF COMMERCIALLY AVAILABLE, OFF-THE-SHELF SOFTWARE; (IV) TRADE
SECRETS, INFORMATION, AND KNOW-HOW; (V) REGISTERED AND UNREGISTERED COPYRIGHTS
IN ALL WORKS, INCLUDING, WITHOUT LIMITATION, ALL RIGHTS TO DISTRIBUTE, REPRODUCE
AND PREPARE DERIVATIVE WORKS, SOFTWARE PROGRAMS, COPYRIGHT REGISTRATIONS,
COPYRIGHT RENEWALS, WORKS OF AUTHORSHIP, DATABASES, COPYRIGHT APPLICATIONS, AND
MORAL RIGHTS; (VI) DOMAIN NAMES; (VII) ANY AND ALL OTHER INTELLECTUAL PROPERTY
ASSETS OF ANY NATURE WHATSOEVER; (VIII) ANY COPIES AND TANGIBLE EMBODIMENTS
THEREOF (IN WHATEVER FORM OR MEDIUM); AND (IX) ANY AND ALL RIGHT (INCLUDING THE
RIGHT TO USE), TITLE, AND INTEREST IN AND TO ANY AND ALL OF THE FOREGOING,
INCLUDING, BUT NOT LIMITED TO THE RIGHT TO SUE FOR PAST, PRESENT, AND FUTURE
INFRINGEMENT, MISAPPROPRIATION OR DILUTION.
1.50
"IRS" SHALL MEAN THE UNITED STATES INTERNAL REVENUE SERVICE.
1.51
"LIABILITY" SHALL MEAN, WITH RESPECT TO ANY PERSON, ANY DIRECT OR
INDIRECT LIABILITY, INDEBTEDNESS, OBLIGATION, COMMITMENT, EXPENSE, CLAIM, OR
GUARANTY OF SUCH PERSON OF ANY KIND, WHETHER OR NOT CONTINGENT, WHETHER ACCRUED
OR UNACCRUED, AND WHETHER OR NOT THE SAME IS REQUIRED