ON NOT LESS THAN
TWO (2) DAYS NOTICE, WHICH NOTICE SHALL INCLUDE AN AGENDA OF ITEMS TO BE
CONSIDERED AT THE MEETING.
REASONABLE ACCOMMODATION SHALL BE MADE FOR ANY
MANAGER WHO ELECTS TO ATTEND A MEETING VIA TELEPHONIC OR SIMILAR MEANS PURSUANT
TO WHICH ALL PERSONS ATTENDING THE MEETING CAN HEAR ONE ANOTHER.
MINUTES OF THE
MEETING SHALL BE PREPARED AT THE DIRECTION OF THE BOARD OF MANAGERS.
[B]
ANY ACTION OF THE BOARD OF MANAGERS MAY BE TAKEN BY WRITTEN
CONSENT OF ALL THE MANAGERS.
17
5.14
ACQUISITION OF TELEVISION RIGHTS.
[A]
THE COMPANY SHALL GRANT TRACKNET THE EXCLUSIVE RIGHT TO ACQUIRE
TELEVISION RIGHTS AND BROADBAND AND MOBILE RIGHTS FROM THIRD PARTIES WORLDWIDE
FOR USE BY THE COMPANY WORLDWIDE OR BY ANY SUBLICENSEE APPROVED BY THE BOARD OF
MANAGERS UNTIL DECEMBER 31, 2009.
THE MEMBERS MAY JOINTLY AGREE TO EARLIER
TERMINATE OR EXTEND THIS EXCLUSIVE GRANT OF RIGHTS, IN THEIR SOLE DISCRETION.
[B]
TRACKNET SHALL, ON BEHALF OF THE COMPANY, COLLECT TELEVISION FEES
FROM THIRD PARTIES AND REMIT SUCH FEES TO THE COMPANY.
ARTICLE 6
REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1
OTHER VENTURES AND ACTIVITIES.
[A]
EACH MEMBER ACKNOWLEDGES THAT THE OTHER MEMBERS AND THEIR
RESPECTIVE AFFILIATES ARE INVOLVED IN OTHER BUSINESS, FINANCIAL, INVESTMENT AND
PROFESSIONAL ACTIVITIES OTHER THAN THE BUSINESS AND ACTIVITIES WITHIN THE SCOPE
OF SECTION 1.3(B).
EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 5.5: (I) NEITHER
THE COMPANY, CDI, MEC NOR THE MEMBERS SHALL HAVE ANY RIGHT BY VIRTUE OF THIS
AGREEMENT OR THE EXISTENCE OF THE COMPANY IN AND TO SUCH VENTURES OR ACTIVITIES
OR TO THE INCOME OR PROFITS DERIVED THEREFROM; AND (II) THE MEMBERS AND THEIR
AFFILIATES SHALL HAVE NO DUTY OR OBLIGATION TO MAKE ANY REPORTS TO THE MEMBERS
OR THE COMPANY WITH RESPECT TO ANY SUCH VENTURES OR ACTIVITIES.
[B]
THE MEMBERS ACKNOWLEDGE THAT A MEMBER MAY BE PROHIBITED FROM
TAKING ACTION FOR THE BENEFIT OF THE COMPANY: (I) DUE TO CONFIDENTIAL
INFORMATION ACQUIRED OR OBLIGATIONS INCURRED IN CONNECTION WITH A PERMITTED
OUTSIDE ACTIVITY UNDER THIS SECTION 6.1; OR (II) IN CONNECTION WITH ACTIVITIES
UNDERTAKEN PRIOR TO THE DATE OF SUCH MEMBER'S ADMISSION TO THE COMPANY.
NO
PERSON SHALL BE LIABLE TO THE COMPANY, CDI, MEC OR ANY MEMBER FOR ANY FAILURE TO
ACT FOR THE BENEFIT OF THE COMPANY IN CONSEQUENCE OF A PROHIBITION DESCRIBED IN
THE PRECEDING SENTENCE.
[C]
FOR SO LONG AS A MEMBER SHALL HAVE LICENSED ITS TELEVISION RIGHTS
IN THE TERRITORY TO THE COMPANY, SUCH MEMBER (AND CDI AND MEC IN THE CASE OF CDI
SUB AND MEC SUB, AS APPLICABLE) SHALL NOT, DIRECTLY OR INDIRECTLY, OWN, MANAGE,
OPERATE, JOIN, HAVE AN INTEREST IN, CONTROL OR PARTICIPATE IN THE OWNERSHIP,
MANAGEMENT, OPERATION OR CONTROL OF, OR BE OTHERWISE CONNECTED IN ANY MANNER
WITH, ANY CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP OR OTHER BUSINESS
ENTITY WHICH: (I) ENGAGES IN THE EXPLOITATION OF SUCH MEMBER'S (AND CDI'S AND
MEC'S IN THE CASE OF CDI SUB AND MEC SUB, AS APPLICABLE) TELEVISION RIGHTS IN
THE TERRITORY, OR (II) ENGAGES IN