AGENT THAT CONSTITUTES AN "OPERATING LEASE" UNDER GAAP; (D) LIENS
IN FAVOR OF GUILDS AND THEIR AFFILIATED PENSION AND/OR HEALTH PLANS FOR PROFIT
PARTICIPATIONS AND RESIDUAL COSTS, IN EACH CASE, NOT YET DUE AND PAYABLE; (E)
CUSTOMARY LIENS GRANTED IN THE ORDINARY COURSE TO SECURE THE RIGHTS GRANTED A
LICENSEE UNDER A LICENSE AGREEMENT TO WHICH SUCH LICENSEE IS A PARTY; (F) LIENS
SET FORTH IN THE AGREEMENTS RELATED TO THE COMPANY ASSETS ENTERED INTO THROUGH
OR ARRANGED BY SERVICING AGENT, ACCESS TO WHICH HAS BEEN PROVIDED TO BUYER; AND
(G) LIENS GRANTED IN CONNECTION WITH THE SALE AND LEASEBACK TRANSACTIONS.
7
1.60
"PERSON" SHALL MEAN AN INDIVIDUAL, PARTNERSHIP, CORPORATION,
BUSINESS TRUST, LIMITED LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, JOINT
STOCK COMPANY, TRUST, UNINCORPORATED ASSOCIATION, JOINT VENTURE OR OTHER ENTITY
OR A GOVERNMENTAL ENTITY.
1.61
"POTENTIAL CHANGE OF CONTROL" SHALL BE AS DEFINED IN SECTION
6.13(B).
1.62
"POST-CLOSING PERIOD" SHALL MEAN ANY TAXABLE PERIOD BEGINNING AFTER
THE CLOSING DATE.
1.63
"PRE-2001 LICENSE AGREEMENTS" SHALL MEAN THOSE LICENSE AGREEMENTS
ENTERED INTO BY THE PREDECESSORS IN INTEREST OF THE COMPANY (OR ANY SUCH LICENSE
AGREEMENTS OF WHICH THE COMPANY'S PREDECESSORS IN INTEREST WERE THE ASSIGNEES,
TRANSFEREES, OR BENEFICIARIES OF, IN WHOLE OR IN PART) PRIOR TO JANUARY 1, 2001
PURSUANT TO WHICH THE COMPANY'S PREDECESSORS IN INTEREST LICENSED, GRANTED,
CONVEYED, ASSIGNED, AND/OR TRANSFERRED, IN WHOLE OR IN PART, ANY RIGHTS IN THE
COMPANY ASSETS, TO ANY PERSON.
1.64
"PRE-CLOSING PERIOD" SHALL MEAN ANY TAXABLE PERIOD ENDING ON OR
BEFORE THE CLOSING DATE.
1.65
"PROGRAM LICENSE AGREEMENTS" SHALL MEAN (I) THE AMENDED AND
RESTATED PROGRAM LICENSE AGREEMENT DATED JANUARY 1, 2001 AND (II) THE SECOND
AMENDED AND RESTATED PROGRAM LICENSE AGREEMENT DATED JANUARY 1, 2005, IN EACH
CASE, BETWEEN RHI ENTERTAINMENT DISTRIBUTION, LLC (F.K.A. HALLMARK ENTERTAINMENT
DISTRIBUTION, LLC) AND CROWN MEDIA UNITED STATES, LLC, AND AS AMENDED FROM TIME
TO TIME.
1.66
"PURCHASE PRICE" SHALL BE AS DEFINED IN SECTION 3.1.
1.67
"PURCHASE PRICE ADJUSTMENT" SHALL BE AS DEFINED IN SECTION 3.2(A).
1.68
"RETAINED LIABILITIES" SHALL MEAN ALL LIABILITIES OF THE COMPANY
(EXCLUDING ITS SUBSIDIARY WAYZGOOSE) AS OF THE CLOSING DATE OTHER THAN THOSE
LIABILITIES RELATING TO (I) THE COMPANY ASSETS ARISING PRIOR TO JANUARY 1, 2001
OR AFTER THE CLOSING DATE, OR LIABILITIES INCURRED IN THE ORDINARY COURSE OF
BUSINESS PURSUANT TO LICENSE AGREEMENTS ARRANGED BY SERVICING AGENT AND ENTERED
INTO AFTER APRIL 30, 2006, (II) SALE AND LEASEBACK TRANSACTIONS, (III) THE
PRE-2001 LICENSE AGREEMENTS, (IV) THOSE SALES COMMISSIONS DESCRIBED ON SCHEDULE
1.68 ARISING ON ACCOUNT OF REVENUES RECEIVED AFTER THE CLOSING PURSUANT TO
COMPANY LICENSE AGREEMENTS AND (V) ANY TRADE PAYABLE OR OTHER CURRENT
LIABILITIES FOR WHICH A PURCHASE PRICE ADJUSTMENT IS MADE PURSUANT TO SECTION
3.2 (A) HEREOF.
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY, RETAINED
LIABILITIES SHALL INCLUDE, (A) ANY LIABILITY TO PAY ANY PARTICIPATIONS AND
RESIDUALS, INCLUDING ANY PENALTIES, INTEREST, FEES OR OTHER RELATED LIABILITIES,
RELATED TO ANY FILM RIGHTS WHERE THE EVENT GIVING RISE TO SUCH LIABILITY OCCURS
AFTER JANUARY 1, 2001 BUT PRIOR TO THE TENTH ANNIVERSARY