TO SUCH TERMINATION;
PROVIDED THAT BUYER SHALL NOT BE OBLIGATED TO AGREE TO ANY SUCH TERMINATION ON
ANY TERMS UNLESS AND UNTIL A DEFINITIVE AGREEMENT IS REACHED BETWEEN BUYER AND
SELLER WITH RESPECT TO SUCH A TERMINATION.
BUYER AGREES TO KEEP CONFIDENTIAL
INFORMATION REGARDING A POTENTIAL CHANGE OF CONTROL COMMUNICATED TO IT BY
SELLER, SUBJECT TO THE SAME EXCEPTIONS TO CONFIDENTIAL TREATMENT OF "EVALUATION
INFORMATION" SET FORTH IN PARAGRAPHS 1 AND 4 OF THE CONFIDENTIALITY AGREEMENT.
(C)
SERVICE AGENT HAS OR SHALL SUBMIT TO ENTERTAINMENT PARTNERS THE
INFORMATION ATTACHED HERETO AS SCHEDULE 6.13(C), WHICH IS INTENDED TO PROVIDE
THE INFORMATION NECESSARY FOR ENTERTAINMENT PARTNERS TO DETERMINE RESIDUAL
PAYMENTS DUE TO CREATIVE ARTISTS OR GUILDS ON ACCOUNT OF THE EXPLOITATION OF THE
FILM RIGHTS (EXCEPT FOR PAYMENTS DUE IN CONNECTION WITH MUSIC LICENSING
CONTEMPLATED IN SECTION 4.14(A)) AS OF SEPTEMBER 20, 2006.
SELLER AGREES THAT
THIS SECTION 6.13(C) SHALL NOT BE CONSTRUED TO LIMIT SELLER'S OBLIGATION TO
INDEMNIFY BUYER FOR ANY RETAINED LIABILITY IN ACCORDANCE WITH ARTICLE IX.
6.14
PROGRAM LICENSE AGREEMENTS PAYMENTS.
SCHEDULE 6.14 SETS FORTH THE
AMOUNTS DUE AND PAYABLE BY SELLER OR ITS AFFILIATES TO RHI ENTERTAINMENT
DISTRIBUTION, LLC UNDER THE PROGRAM LICENSE AGREEMENTS AS OF SEPTEMBER 30,
2006.
SELLER AND BUYER AGREE TO COOPERATE IN GOOD FAITH TO AMEND SCHEDULE 6.14
PRIOR TO THE CLOSING DATE TO ADD SUCH ADDITIONAL AMOUNTS THAT BECOME DUE AND
PAYABLE UNDER THE PROGRAM LICENSE AGREEMENTS DURING THE PERIOD FROM SEPTEMBER
30, 2006 THROUGH THE CLOSING DATE, IT BEING UNDERSTOOD THAT ANY GOOD FAITH
DISPUTES AS TO SUCH AMOUNTS SHALL BE RESOLVED AFTER THE CLOSING DATE IN
ACCORDANCE WITH THE TERMS OF THE PROGRAM LICENSE AGREEMENTS.
ARTICLE 7
CONDITIONS TO CLOSING
7.1
CONDITIONS OF EACH PARTY'S OBLIGATION TO CLOSE.
THE OBLIGATION OF
THE PARTIES HERETO TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE
SUBJECT TO THE FULFILLMENT, AT OR BEFORE THE CLOSING, OF THE CONDITIONS SET
FORTH BELOW IN THIS SECTION 7.1.
THE PARTIES HERETO MAY MUTUALLY AGREE TO WAIVE
ANY OR ALL OF THESE CONDITIONS.
(A)
ALL CONSENTS, AUTHORIZATIONS, ORDERS AND APPROVALS OF, AND FILINGS
AND REGISTRATIONS WITH, ANY GOVERNMENTAL ENTITY THAT ARE REQUIRED IN CONNECTION
WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION BY EACH
PARTY HERETO OF THE TRANSACTIONS CONTEMPLATED ON ITS PART HEREBY, SHALL HAVE
BEEN OBTAINED OR MADE, AND THE WAITING PERIOD PURSUANT TO THE HART-SCOTT-RODINO
ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, SHALL HAVE EXPIRED OR BEEN
TERMINATED.
(B)
AS OF THE CLOSING DATE, THERE SHALL BE NO STATUTE, REGULATION,
INJUNCTION, RESTRAINING ORDER OR DECREE OF ANY NATURE OF ANY COURT OR
GOVERNMENTAL AGENCY OR BODY OF COMPETENT JURISDICTION THAT IS IN EFFECT THAT
RESTRAINS OR PROHIBITS THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
29
(C)
JP MORGAN CHASE BANK SHALL HAVE CONSENTED TO THE TRANSACTIONS
CONTEMPLATED HEREIN AS REQUIRED BY THAT CERTAIN CREDIT, SECURITY AND PLEDGE
AGREEMENT, DATED AS OF DECEMBER 31, 2001, AS AMENDED, BY AND AMONG CROWN MEDIA
HOLDINGS, INC., ITS SUBSIDIARIES NAMED THEREIN, THE LENDERS NAMED