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EXHIBIT 10.7
TAX SHARING AGREEMENT
TAX SHARING AGREEMENT (the "Agreement") dated as of [ ] by and among
Hallmark Entertainment, Inc., a Delaware corporation ("HEI"), Crown Media, Inc.,
a Delaware corporation, Crown Media Holdings, Inc., a Delaware corporation
("Newco"), the subsidiaries of Newco that are signatories hereto, the other
members of the Newco Group (as defined below) and any entities which become
parties hereto pursuant to Section 20 hereof (the "Parties"; each, a "Party").
WHEREAS, Newco and certain of its Subsidiaries may be included in the
filing of consolidated, combined or unitary income or franchise Tax Returns that
also include members of the Hallmark Group (as defined below);
WHEREAS, the Newco Group and the Hallmark Group wish to allocate and
settle amongst themselves in an equitable manner the Tax liability in connection
with such consolidated, combined or unitary income or franchise Tax Returns; and
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the Parties hereby agree as follows:
1. Definitions. For purposes of this Agreement, the following terms shall be
defined as follows:
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(a) "Affiliated Group" shall mean any affiliated, combined, consolidated or
unitary group for state, local or foreign Tax purposes that files Joint
Returns.
(b) "After-Acquired Subsidiary" shall mean any Subsidiary of Newco acquired
after the Contribution Agreement Closing Date and not as part of the
transactions contemplated by the Contribution Agreement.
(c) "Contribution Agreement" shall mean the Contribution Agreement by and
among HEI, Crown Media, Inc., Liberty Media Corporation, Vision Group
Incorporated, VISN Management Corp., National Interfaith Cable
Coalition, Inc., Chase Equity Associates, L.L.C., and Newco, dated as
of [ ].
(d) "Contribution Agreement Closing Date" shall mean the "Closing Date" as
defined in the Contribution Agreement.
(e) "Final Determination" shall mean a closing agreement with the Internal
Revenue Service or the relevant state, local of foreign Taxing
authorities, an agreement contained in Internal Revenue Service Form
870-AD or other comparable form, an agreement that constitutes a
determination under Section 1313(a)(4) of the Internal Revenue Code, a
claim for refund of Taxes which has been allowed, a Tax
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deficiency notice with respect to which the period for filing a
petition with the Tax Court or the relevant state, local or foreign
tribunal has expired, or a decision of any court of competent
jurisdiction that is not subject to appeal or as to which the time for
appeal has expired.
(f) "Governmental Authority" shall have the meaning set forth in the
definition of "Tax".
(g) "Group" shall mean either the Hallmark Group or the Newco Group.
(h) "Hallmark" shall mean Hallmark Cards, Incorporated, a Missouri
corporation.
(i) "Hallmark Group" shall mean Hallmark and each of the other Legal
Entities that is or was at any time owned directly or indirectly by
Hallmark, other than any member of the Newco Group.
(j) "Hallmark Indemnitees" shall have the meaning set forth in Section 7.
(k) "Joint Return" shall mean any Tax Return that includes at least two
Legal Entities, of which one Legal Entity is a member of one Group and
the other Legal Entity is a member of the other Group.
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(l) "Legal Entity" shall mean a corporation, partnership, limited liability
company or other legal entity under the corporation, partnership,
limited liability company or other organizational laws of a state or
other jurisdiction.
(m) "Losses" shall mean costs, expenses, fees, liabilities, obligations and
losses.
(n) "Newco Group" shall mean (i) Newco and (ii) each other Legal Entity
that is or was at any time owned, directly or indirectly, by Newco or
any of its Subsidiaries (in the case of (ii), other than (a) a Legal
Entity that was never owned, directly or indirectly, by Newco or any of
its Subsidiaries on or after the Contribution Agreement Closing Date
and (b) for taxable periods (or portions thereof) beginning after the
date that a Legal Entity is transferred by Newco or any of its
Subsidiaries to a member of the Hallmark Group, the transferred Legal
Entity).
(o) "Newco Indemnitees" shall have the meaning set forth in Section 7.
(p) "Party" and "Parties" shall have the meanings set forth in the recitals
hereto.
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(q) "Person" means any individual or corporation, company, partnership,
trust, incorporated or unincorporated association, joint venture or
other entity of any kind.
(r) "Post-Closing Period" shall mean a taxable period beginning after the
Contribution Agreement Closing Date and the portion, beginning after
and excluding the Contribution Agreement Closing Date, of any taxable
period which includes but does not end on the Contribution Agreement
Closing Date.
(s) "Separate Return" shall mean any Tax Return that is not a Joint Return.
(t) "Subsidiary" means, as to any Person, any other Person of which at
least (i) 50% of the equity and (ii) 50% of the voting interests are
owned, directly or indirectly, by such first Person.
(u) "Tax" shall mean any tax, fee, levy or other like governmental
assessment or charge of any kind whatsoever, wherever created or
imposed, and whether of the United States or elsewhere, and whether
imposed by a local, municipal, governmental, state, foreign, federation
or other governmental body (a "Governmental Authority"), and, without
limiting the generality of the foregoing, shall
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include income, gross receipts, property, sales, use, license, excise,
franchise, employment, payroll, unemployment insurance, social
security, stamp, environmental, value added, alternative or added
minimum, ad valorem, trade, recording, withholding, occupation or
transfer tax, custom or duty, together with any related interest,
penalties and additions imposed by any Governmental Authority.
(v) "Tax Item" shall mean any item of income, gain, loss, deduction,
credit, recapture of credit or any other item which increases or
decreases Taxes paid or payable.
(w) "Tax Proceeding" shall mean any Tax audit, examination, controversy or
litigation by, with or against any Governmental Authority.
(x) "Tax Return" shall mean any Tax report, return or other information
(including any attached schedules or any amendments to such report,
return or other information) required to be supplied to or filed with a
Governmental Authority, including an information return, claim for
refund, amended return or declaration or estimated tax return.
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2. Filing of Joint Returns. HEI (and each member of the Hallmark Group)
may file any combined, consolidated or unitary state, local or foreign
income Tax Returns as HEI (or such member of the Hallmark Group)
determines appropriate; provided, however, that for Post-Closing
Periods, a member of the Newco Group shall join in the filing of such
Tax Return only if (i) HEI (or such other member of the Hallmark Group
as is the common parent or comparable entity of the relevant Affiliated
Group) reasonably determines that (A) including such member of the
Newco Group in the filing of such Tax Return is required under
applicable law or (B) including such member of the Newco Group in the
filing of such Tax Return will not increase the aggregate Tax liability
of the Newco Group (taking into account the effect of this Agreement)
or (ii) Newco consents to such member joining in such filing. HEI (or
such other member of the Hallmark Group as is the common parent or
comparable entity of the relevant Affiliated Group) and the Newco Group
shall execute and file such consents, elections and other documents
that HEI (or such other member) determines may be required, desirable
or appropriate for the proper filing of such Joint Returns. HEI (or
such other member of the Hallmark Group as is the common parent or
comparable entity of an Affiliated Group)
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shall determine whether any Joint Return shall be filed and the
entities to be included in a Joint Return, make or revoke any Tax
elections, adopt or change any accounting methods and determine any
other positions taken on or in respect of any Joint Return; provided,
however, that, for Post-Closing Periods, to the extent such filing,
election, revocation, adoption, change or determination, as the case
may be, is reasonably expected to affect the Newco Group, such filing,
election, revocation, adoption, change or determination shall be made
only if (i) HEI (or such other member of the Hallmark Group as is the
common parent or comparable entity of the relevant Affiliated Group)
reasonably determines that (A) such filing, election, revocation,
adoption, change or determination is required under applicable law or
(B) such filing, election, revocation, adoption, change or
determination will not increase the aggregate Tax liability of the
Newco Group (taking into account the effect of this Agreement) or (ii)
Newco consents to such filing, election, revocation, adoption, change
or determination. HEI (or such other member of the Hallmark Group as is
the common parent or comparable entity of an Affiliated Group) shall
timely pay, or cause to be paid, the amount of Tax shown as due on any
Joint Return.
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3. Tax Sharing Payments. For each Post-Closing Period in which any member
of an Affiliated Group files a Joint Return, Newco shall (i) make Tax
sharing payments to HEI (or such other member of the Hallmark Group as
is the common parent or comparable entity of the Affiliated Group)
equal to the Taxes that the Newco Group Legal Entities included in the
Joint Return would have been required to pay if they filed a Separate
Return with respect to the type of Tax and the jurisdiction of the
Joint Return for such Post-Closing Period and (ii) be entitled to Tax
sharing payments from HEI (or such other member of the Hallmark Group
as is the common parent or comparable entity of the Affiliated Group)
equal to the Tax refunds to which the Newco Group Legal Entities
included in the Joint Return would have been entitled if they had filed
a Separate Return with respect to the type of Tax and the jurisdiction
of the Joint Return for such Post-Closing Period. The Separate Return
Tax payments and refunds of such Newco Group Legal Entities shall be
based on such Legal Entities' income, gain, loss, deduction and credit
for taxable periods (or portions thereof) beginning on or after the day
following the Contribution Agreement Closing Date (or, in the case of
an After-Acquired Subsidiary, the day following the date such
Subsidiary is acquired), and (except in the case of an After-Acquired
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Subsidiary) such payments and refunds shall be calculated without
regard to any carryforward of loss, deduction or credit from a
Pre-Closing Period or utilization of loss, deduction or credit arising
in a Pre-Closing Period. The Newco Group shall not be entitled to any
payment under this Section 3 (nor shall any payment by Newco under this
Section 3 be reduced) to take account of any refund or credit of Taxes
for any taxable period (or portion thereof) ending on or prior to the
Contribution Agreement Closing Date arising from any Joint Return or to
which the Newco Group would have been entitled if it had filed a
Separate Return. The Newco Group shall not be required to make any
payment under this Section 3 for any Taxes for any taxable period (or
portion thereof) ending on or prior to the Contribution Agreement
Closing Date arising from any Joint Return. The Hallmark Group and the
Newco Group shall make any Tax sharing payments required pursuant to
this Section 3 no later than two business days prior to the due date
(including extensions) of any Joint Return of the Affiliated Group.
4. Subsidiary Payments. Each of the Subsidiaries of Newco agrees to pay to
Newco or, at Newco's discretion, to HEI (or such other member of the
Hallmark Group as is the common parent or comparable entity of the
Affiliated Group), its
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share of each of the payments for which Newco is responsible hereunder
no later than one business day prior to the date upon which the
relevant payment by Newco is required to be made hereunder.
5. Adjustments. In the event of any redetermination of the consolidated,
combined or unitary income or franchise Tax liability of the Affiliated
Group as the result of a Tax Proceeding, a claim for refund (including
a refund resulting from a carryback) or otherwise, the amounts required
to be paid pursuant to Section 3 for such taxable period and any prior
and subsequent taxable periods shall be recomputed to take into account
such redetermination, and payments pursuant to Section 3 hereof shall
be appropriately adjusted. Any payment by HEI, Newco, the Hallmark
Group, or the Newco Group required by such adjustment shall be paid
within fifteen days after the date of a Final Determination with
respect to such redetermination.
6. Separate Returns. Any Separate Return that includes only a member or
members of the Newco Group and any Taxes with respect to such Separate
Return shall be the responsibility of the Newco Group. If, pursuant to
Section 2, HEI determines to include (or not include) a member of the
Newco Group in a Joint Return for a taxable period, then Newco
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shall not, and shall cause such member not to, take a position on a Tax
Return or otherwise that is contrary to such determination to include
(or not include) such member.
7. Indemnification. From and after the Contribution Agreement Closing
Date: (a) HEI shall indemnify and hold harmless each Legal Entity that
is a member of the Newco Group and their respective directors,
officers, employees, affiliates, agents, successors and assigns (the
"Newco Indemnitees") from and against (i) any Joint Return Taxes to the
extent the Hallmark Group is required to make a payment hereunder to
the Newco Group in respect of such Taxes, (ii) any Separate Return
Taxes of a member or members of the Hallmark Group, (iii) any Taxes
imposed without the filing of any Tax Return, to the extent such Taxes
are the responsibility of, and measured by reference to, a member or
members of the Hallmark Group and (iv) any Losses incurred by any Newco
Indemnitee by reason of a breach by any member of the Hallmark Group of
its obligations or covenants hereunder (including the obligation to
pay, or cause to be paid, subject to any applicable right of
reimbursement, to the relevant Governmental Authority amounts shown as
due on any Joint Return); and
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(b) Each Legal Entity that is a member of the Newco Group shall
indemnify and hold harmless each Legal Entity that is a member of the
Hallmark Group and their respective directors, officers, employees,
affiliates, agents, successors and assigns (the "Hallmark Indemnitees")
from and against (i) any Joint Return Taxes to the extent the Newco
Group is required to make payment hereunder to the Hallmark Group in
respect of such Taxes, (ii) any Separate Return Taxes of a member or
members of the Newco Group, (iii) any Taxes imposed without the filing
of any Tax Return, to the extent such Taxes are the responsibility of,
and measured by reference to, a member or members of the Newco Group
and (iv) any Losses incurred by any Hallmark Indemnitee by reason of a
breach by any member of the Newco Group of its obligations or covenants
hereunder.
8. Contests. HEI (or such other member of the Hallmark Group as HEI shall
designate) shall have the right to control in all respects all Tax
Proceedings with respect to any Joint Return; provided, however, that,
with respect to taxable periods ending after the Contribution Agreement
Closing Date, (A) Newco shall be entitled to participate in any such
Tax Proceeding at its expense to the extent relating solely to the Tax
liabilities of the Newco Group (including the
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Newco Group's obligation to make payments pursuant to this Agreement),
(B) HEI (or such other member) shall keep Newco updated and informed,
and shall consult with Newco, with respect to any Tax Item of the Newco
Group that is a subject of such Tax Proceeding, and (C) HEI (or such
other member) shall not enter into any settlement of any Tax Proceeding
with respect to any Tax Item of the Newco Group without Newco's prior
written consent, which shall not be unreasonably withheld.
9. Appointment of HEI as Agent. Newco and each of the Subsidiaries in the
Newco Group hereby appoint HEI (and any other member of the Hallmark
Group as HEI may designate) as their agent for the purpose of filing
any Joint Return and making any election or application or taking any
action in connection with any such Joint Return on behalf of Newco and
each Subsidiary in the Newco Group. Newco and each of the Subsidiaries
in the Newco Group hereby consent to the filing of such Joint Returns
and to the making of such elections and applications.
10. Cooperation. The Parties shall cooperate with one another in all
matters relating to the Taxes covered in this Agreement. The Newco
Group will provide the Hallmark Group with such cooperation and
information as is necessary in
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order to enable the Hallmark Group to satisfy its Tax requirements.
Such cooperation and information by the members of the Newco Group
shall include making their respective knowledgeable employees available
during normal business hours, providing the information relating to the
Tax Items of the Newco Group that is necessary or reasonably useful for
HEI (or any other member of the Hallmark Group) to satisfy its
obligations with respect to any Tax Return or to make any calculations
or determinations in connection with this Agreement, maintaining such
books and records and providing such information as may be necessary or
useful in the filing of Joint Returns, and executing any documents and
taking any actions which the Hallmark Group may reasonably request in
connection therewith. HEI shall provide Newco, upon request, with
copies of relevant parts of any Joint Returns, not later than five
business days prior to the date such Joint Returns are filed and with
copies of relevant parts of schedules and workpapers used to prepare
such Joint Returns and to determine payments pursuant to this
Agreement. Notwithstanding any other provision, none of Newco, the
Newco Group or any other Person (other than the members of the Hallmark
Group) shall have any right to receive or obtain any information
relating to, or have any rights with respect to, any consolidated,
combined or
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unitary Taxes of HEI, Hallmark, the Hallmark Group or any member of the
Hallmark Group, other than information and rights relating solely to
Tax Items of Newco, the Newco Group or a member of the Newco Group.
11. Confidentiality. Any information obtained by any Party under this
Agreement shall be kept confidential, except as may be necessary in
connection with the filing of Tax Returns or claims for refund or in
connection with an audit, dispute, proceeding, suit or action
concerning any of the matters addressed in this Agreement, or unless a
Party is compelled to disclose information by judicial or
administrative process or, in the opinion of its counsel, by other
requirements of law. This Section 11 shall not prevent the sharing of
information by the Parties with their respective legal advisors or
accountants.
12. Calculation of Tax Sharing Payments and Disputes. Each calculation of
Tax sharing payments pursuant to this Agreement shall be made in good
faith. If the Hallmark Group or the Newco Group disputes the
administration or interpretation of, or calculation of Tax sharing
payments pursuant to, this Agreement with respect to any taxable period
covered by this Agreement (hereinafter, for purposes of this Section
12, a "Disputing Party"), it shall within
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the later of (i) one year following the close of such taxable year, or
(ii) in the event of any adjustment to Tax liability described in
Section 5 of this Agreement, within three months of receiving written
notice of such adjustment, give written notice to the other Group,
specifying the reason for such dispute. Failure by the Hallmark Group
or the Newco Group to so notify shall constitute acceptance and
approval of the application of the Agreement to such Group for such
taxable year. In the event of any such dispute between the Hallmark
Group and the Newco Group with respect to the operation or
interpretation of this Agreement, HEI and Newco shall in good xxxxx
xxxxxx with each other to resolve amicably the dispute. If, after a
period of sixty (60) days following the date on which the Disputing
Party gave notice of any such dispute, as set forth above, such dispute
cannot be resolved in good faith by such Parties, it shall be resolved
by an independent certified public accounting firm or law firm that is
mutually reasonably satisfactory to HEI and Newco in a manner that best
conforms with the intent of the Parties reflected in this Agreement.
The judgment of the independent public accounting firm shall be (i)
based solely on the terms of this Agreement and on presentations made
by the Parties in dispute, (ii) made within thirty (30) days following
the date on which the
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dispute is submitted, (iii) set forth in a written statement delivered
to the Parties in dispute and (iv) conclusive and binding upon the
Parties, in the absence of mathematical error. All costs, fees and
expenses of the independent certified public accounting firm or law
firm that are attributable to services rendered under this Section 12
shall be borne half by the Hallmark Group and half by the Newco Group.
13. Binding Effect; Successors and Assigns. This Agreement shall be binding
xxxx XXX, Xxxxx, each Subsidiary that is a signatory hereto, each other
member of the Newco Group and the Subsidiaries that become Parties
hereto pursuant to Section 20 hereof. This Agreement shall inure to the
benefit of, and be binding upon, any successors or assigns of the
Parties hereto (including, without limitation, any Subsidiary that
becomes a Party hereto pursuant to Section 20). HEI, Newco and each
other Party hereto may not assign any of the rights or obligations
under this Agreement without the prior written consent of all other
Parties.
14. Party Leaving the Affiliated Group. (a) Any Party which ceases to be a
member of an Affiliated Group shall be bound by this Agreement for all
taxable periods during which such Party was a member of the Affiliated
Group and this
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Agreement was in effect. (b) Without duplication of any amounts
otherwise payable under this Agreement, if each member of the Newco
Group ceases to be a member of an Affiliated Group on a date (the
"Departure Date") and, in connection with the filing after the
Departure Date by the Newco Group (or a member thereof) of a Separate
Return in a jurisdiction for a taxable period (or portion thereof)
ending after the Departure Date, the Newco Group would have been
entitled to utilize all or a portion of the Cumulative Loss (as defined
below), if any, on such Separate Return but for the utilization on a
Joint Return of the Cumulative Loss (or portion thereof), then HEI
shall pay Newco (within five days after the filing of such Tax Return
or, if later, within five days after notice from Newco to HEI that such
Tax Return has been filed) the Tax refund (or reduction in Tax
liability) to which the Newco Group would have been entitled but for
the utilization of the Cumulative Loss (or portion thereof) on the
Joint Return; provided, however, that if an adjustment reverses all or
any portion of the amount used to determine the payment under this
Section 14(b), then an appropriate adjusting payment shall be made.
"Cumulative Loss" shall mean the unexpired net operating loss, as of
the Departure Date, of the Newco Group Legal Entities included in Joint
Returns (such net operating loss
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to be computed in the manner set forth in Section 3, as if the Newco
Group Legal Entities included in Joint Returns had filed Separate
Returns with respect to Post-Closing Periods). Except as otherwise set
forth above in this Section 14(b), the amounts determined under this
Section 14(b) shall disregard any change (other than a change required
by law) after the Departure Date in Tax elections, Tax practices, Tax
accounting methods and Tax positions of the Newco Group that accelerate
the recognition of Newco Group's income or gain (or decelerate
recognition of its losses, deductions or credits).
15. Interpretation. This Agreement is intended to calculate and allocate
certain federal, state, local and foreign Tax liabilities of the
members of the Affiliated Group, the Hallmark Group and the Newco
Group, and any situation or circumstance concerning such calculation
and allocation that is not specifically contemplated herein or provided
for herein shall be dealt with in a manner consistent with the
underlying principles of calculation and allocation in this Agreement.
16. Legal and Accounting Fees. Unless otherwise specified herein, any fees
or expenses for legal, accounting or other professional services
rendered in connection with the
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preparation of a Joint Return or the conduct of any Tax Proceeding
shall be allocated between HEI and Newco in a manner resulting in HEI
and Newco, respectively, bearing a reasonable approximation of the
actual amount of such fees or expenses hereunder reasonably related to,
and for the benefit of, their respective Groups.
17. Effect of the Agreement. This Agreement shall determine the liability
of HEI, Newco and the members of their respective Groups to each other
as to the matters provided for herein, whether or not such
determination is effective for purposes of federal, state, local or
foreign Tax laws, or for financial reporting purposes or for any other
purposes.
18. Entire Agreement. This Agreement (together with the Contribution
Agreement) embodies the entire understanding among the Parties relating
to its subject matter. Any and all prior correspondence, conversation
and memoranda are merged herein and shall be without effect hereon. No
promises, covenants or representations of any kind, other than those
expressly stated herein, have been made to induce any Party to enter
into this Agreement. This Agreement, including this provision against
oral modification, shall not be modified or terminated except by a
writing duly signed by each of the Parties hereto, and no waiver of any
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provisions of this Agreement shall be effective unless in a writing
duly signed by the Party sought to be bound.
19. Notices. Any payment, notice or communication required or permitted to
be given under this Agreement shall be in writing (including telecopy
communication) and mailed, telecopied or delivered:
If to HEI or any member of the Hallmark Group:
Xxxxxxx X. Xxxxxxx
Division Vice President - Tax & Customs
Hallmark Cards, Incorporated
2501 XxXxx
XX Xxx 000000
XX #000
Xxxxxx Xxxx, XX 00000-0000
Copy to:
Xxxxxx X. Xxxxxxxxx
[Vice President & General Counsel]
Hallmark Cards, Incorporated
0000 XxXxx
Xxxxxx Xxxx, XX 00000
If to Newco or any member of the Newco Group:
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or to any other address as HEI or Newco shall furnish in writing to one
another. All such notices and communications shall be effective when
received.
20. New Members. Each of the Parties to this Agreement recognizes that from
time to time, new Subsidiaries of Newco may be added to the Newco
Group. Each of the Parties agrees that any new Subsidiary of Newco
shall, without the express written consent of the other Parties, become
a Party to this Agreement.
21. Nature of Obligations. Each of HEI and Newco acknowledges and agrees
that its respective obligations under this Agreement shall not be
affected by any impossibility, impracticability, frustration of
purpose, force majeure, act of government, bankruptcy or insolvency of
any Party to this Agreement, failure or refusal of any Party to this
Agreement to perform its obligations hereunder, dispute, setoff or
counterclaim, change in amount, composition or terms of the assets,
liabilities or equity of HEI or Newco or any other Party to this
Agreement, or any other defense or right which HEI or Newco has or may
have that might have the effect of releasing HEI or Newco, as the case
may be, from such obligations.
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22. Title and Headings. Titles and headings of sections herein are inserted
for the convenience of reference only and are not intended to be a part
or to affect the meaning or interpretation of this Agreement.
23. Legal Enforceability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof.
Any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction. Without prejudice to any rights or remedies otherwise
available to any Party hereto, each Party hereto acknowledges that
damages would be an inadequate remedy for breach of the provisions of
this Agreement and agrees that the obligations of the Parties hereunder
shall be specifically enforceable.
24. Amendment. This Agreement may be amended, modified or supplemented only
by a written agreement signed by all of the Parties hereto.
25. Termination. This Agreement shall terminate upon written consent of
both HEI and Newco. Notwithstanding such termination, this Agreement
shall remain in force with
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respect to any payment or refund due for any taxable period prior to
termination during which this Agreement was in effect.
26. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the internal laws (as distinguished from
the conflict of laws provisions) of the State of Delaware.
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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
by its respective duly authorized officer as of the date first set forth above.
HALLMARK ENTERTAINMENT, INC.
By:
---------------------------------
Name:
Title:
CROWN MEDIA, INC.
By:
---------------------------------
Name:
Title:
CROWN MEDIA HOLDINGS, INC., for
itself and for each member of the
Newco Group
By:
---------------------------------
Name:
Title:
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