California MCLE - Asset Purchase Agreement - Emeril's Food of Love Productions LLC, Emerils.com LLC, Emeril J. Lagasse III and Martha Stewart Living Omnimedia Inc.

TABLE OF CONTENTS


	Page
ARTICLE I DEFINITIONS		1

Section 1.1 Certain Defined Terms		1
Section 1.2 Table of Definitions		7

ARTICLE II PURCHASE AND SALE		10

Section 2.1 Purchase and Sale of Assets		10
Section 2.2 Excluded Assets		11
Section 2.3 Assumed Liabilities		13
Section 2.4 Excluded Liabilities		13
Section 2.5 Consents to Certain Assignments		14
Section 2.6 Consideration		15
Section 2.7 Closing		15
Section 2.8 Additional Purchase Price		16
Section 2.9 Cash Payment		18
Section 2.10 Allocation of the Purchase Price		18

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLERS		19

Section 3.1 Organization and Qualification		19
Section 3.2 Authority		19
Section 3.3 No Conflict; Required Filings and Consents		20
Section 3.4 Transferred Assets; Sufficiency of the Assets		20
Section 3.5 Financial Statements		21
Section 3.6 Absence of Certain Changes or Events		21
Section 3.7 Compliance with Law; No Permits		21
Section 3.8 Litigation		21
Section 3.9 Insurance		21
Section 3.10 Real Property		22
Section 3.11 Intellectual Property		22
Section 3.12 Taxes		25
Section 3.13 Material Contracts		25
Section 3.14 Inventory		26
Section 3.15 Affiliate Transactions		26
Section 3.16 Collection of Royalty Payments		26
Section 3.17 Lasher Relationship		26
Section 3.18 NBC Agreement		27
Section 3.19 Brokers		27
Section 3.20 Exclusivity of Representations and Warranties		27

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE BUYERS		27

Section 4.1 Organization and Qualification		27

TABLE OF CONTENTS

(Continued)


	Page
Section 4.2 Authority		28
Section 4.3 No Conflict; Required Filings and Consents		28
Section 4.4 Litigation		29
Section 4.5 Financing		29
Section 4.6 SEC Filings		29
Section 4.7 Brokers		29

ARTICLE V COVENANTS		29

Section 5.1 Conduct of Business Prior to the Closing		29
Section 5.2 Covenants Regarding Information		31
Section 5.3 Update of Disclosure Schedules; Knowledge of Breach		31
Section 5.4 Intercompany Arrangements		32
Section 5.5 Shared Intellectual Property		32
Section 5.6 License of Certain Business Intellectual Property		33
Section 5.7 Confidentiality		33
Section 5.8 Non-Competition		34
Section 5.9 Restrictions on Activities of Lagasse		35
Section 5.10 Cross-Linkage Arrangements		35
Section 5.11 Consents and Filings; Further Assurances		35
Section 5.12 Division of Royalties		36
Section 5.13 Refunds and Remittances		36
Section 5.14 Key Man Insurance		37
Section 5.15 Additional Indemnified and Insured Party		37
Section 5.16 Transfers by Related Parties		37
Section 5.17 Public Announcements		37

ARTICLE VI TAX MATTERS		38

ARTICLE VII CONDITIONS TO CLOSING		38

Section 7.1 General Conditions		38
Section 7.2 Conditions to Obligations of the Sellers		38
Section 7.3 Conditions to Obligations of the Buyers		39

ARTICLE VIII INDEMNIFICATION		40

Section 8.1 Survival of Representations, Warranties and Covenants		40
Section 8.2 Indemnification by the Sellers		40
Section 8.3 Indemnification by the Buyers		41
Section 8.4 Procedures		41
Section 8.5 Limitations on Indemnification		42

TABLE OF CONTENTS

(Continued)


	Page
Section 8.6 Escrow Fund		44

ARTICLE IX TERMINATION		44

Section 9.1 Termination		44
Section 9.2 Effect of Termination		45

ARTICLE X GENERAL PROVISIONS		45

Section 10.1 Fees and Expenses		45
Section 10.2 Amendment and Modification		45
Section 10.3 Waiver		45
Section 10.4 Notices		45
Section 10.5 Interpretation		46
Section 10.6 Entire Agreement		47
Section 10.7 No Third-Party Beneficiaries		47
Section 10.8 Governing Law		47
Section 10.9 Submission to Jurisdiction		47
Section 10.10 Assignment; Successors		48
Section 10.11 Enforcement		48
Section 10.12 Currency		48
Section 10.13 Severability		48
Section 10.14 Waiver of Jury Trial		48
Section 10.15 Counterparts		49
Section 10.16 Facsimile Signature		49
Section 10.17 Time of Essence		49
Section 10.18 No Presumption Against Drafting Party		49


Exhibit A		Form of Assumption Agreement
Exhibit B		Form of Bill of Sale
Exhibit C		Form of Copyright Assignment
Exhibit D		Form of Lagasse Employment Agreement
Exhibit E		Form of Cruz Employment Agreement
Exhibit F		Form of Escrow Agreement
Exhibit G		Form of Publicity Rights License Agreement
Exhibit H		Form of Registration Rights Agreement
Exhibit I		Forms of Trademark Assignments
Exhibit J		Form of Trademark License Agreement
Exhibit K		Form of Opinion of Lowe, Stein, Hoffman, Allweiss & Hauver, L.L.P.

iii

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of February 18, 2008 (the “Effective Date”), among EMERIL’S FOOD OF LOVE PRODUCTIONS, L.L.C., a Louisiana limited liability company (“Food of Love”), EMERILS.COM, LLC, a Louisiana limited liability company (“emerils.com”), and Emeril J. Lagasse, III (“Lagasse” and together with Food of Love and emerils.com, the “Sellers”, and each individually, a “Seller”), on the one hand, and MARTHA STEWART LIVING OMNIMEDIA, INC., a Delaware corporation (“MSLO”), and MSLO SHARED IP SUB LLC, a Delaware limited liability company and wholly-owned subsidiary of MSLO (the “Shared IP Sub” and together with MSLO, the “Buyers”, and each individually, a “Buyer”), on the other hand.

RECITALS

A. Lagasse is recognized and widely known throughout the world as a premier chef.

B. Lagasse and the other Sellers are engaged in, among other things, the business of licensing, marketing, distributing and selling products and services related to Lagasse and his persona, identity and professional services in various forms and media throughout the world (the “Business”; provided, however, that the term “Business” expressly shall exclude the Restaurant Business).

C. The Sellers wish to sell to the Buyers, and the Buyers wish to purchase from the Sellers, the Business, and in connection therewith the Buyers are willing to assume certain specified liabilities and obligations of the Sellers relating thereto, all upon the terms and subject to the conditions set forth herein.

D. In connection with the transactions contemplated hereby and by the Ancillary Agreements, MSLO also wishes to enter into an employment agreement with Lagasse, and Lagasse wishes to enter into such an agreement.

AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Certain Defined Terms. For purposes of this Agreement:

“Action” means any claim, action, suit, arbitration or proceeding by or before any Governmental Authority.

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

“Ancillary Agreements” means the Trademark License Agreement, the Publicity Rights License Agreement, the Employment Agreements, the Escrow Agreement, the Registration Rights Agreement, the IP Assignments, the Bill of Sale and the Assumption Agreement.

“Assumption Agreement” means an instrument of assignment and assumption pursuant to which the Sellers shall assign to the Buyers and the Buyers shall assume all of the liabilities held by the Sellers as of the Closing Date that are included in the Assumed Liabilities, in the form attached hereto as Exhibit A.

“B&G Amendment” means the amendment entered into between Food of Love and B&G Foods, Inc. (“B&G”), in form reasonably satisfactory to the Buyers, amending the Agreement, dated as of June 9, 2000, between Food of Love and B&G (the “B&G Agreement”) to provide that after the Closing, (i) B&G shall pay directly to Shep Gordon (“Gordon”) all amounts payable to Gordon pursuant to Section 5 of the Agreement, dated as of August 3, 2000, among Gordon, Alive Culinary Resources (“Alive”), Lagasse and Food of Love (the “Gordon Agreement”) and (ii) B&G shall cease the use of any Intellectual Property that is not Business Intellectual Property.

“Bill of Sale” means a bill of sale and assignment transferring to MSLO all of the Transferred Assets (other than any Marks that are included in the Shared Intellectual Property), in the form attached hereto as Exhibit B.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in The City of New York.

“Business Products” means any products or services using or exploiting the Business Intellectual Property (or derivatives thereof) or the Lagasse Publicity Rights.

“Class A Common Stock” means the Class A Common Stock of MSLO, par value $0.01 per share.

“Code” means the Internal Revenue Code of 1986, as amended.

“control,” including the terms “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, as general partner or managing member, by contract or otherwise.

“Copyright Assignment” means the assignment transferring to MSLO all of the Business Registered Copyrights owned or held by the Sellers as of the Closing Date, in the form attached hereto as Exhibit C.

“Employee Plans” means all “employee benefit plans” within the meaning of Section 3(3) of ERISA, all formal written plans and all other compensation and benefit plans, contracts, policies, programs and arrangements of the Sellers (other than routine administrative procedures) in effect as of the date hereof, including all pension, profit sharing, savings and thrift, bonus, stock bonus, stock option or other cash or equity-based incentive or deferred

compensation, severance pay and medical and life insurance plans in which any employees of the Sellers or their dependents participate.

“Employment Agreements” means the employment agreement between Lagasse and MSLO, in the form attached hereto as Exhibit D (the “Lagasse Employment Agreement”), and the employment agreement between Anthony Cruz and MSLO, in the form attached hereto as Exhibit E.

“Environmental Laws” means any Laws of any Governmental Authority relating to pollution or protection of the environment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Agreement” means the escrow agreement among the Sellers, the Buyers and the Escrow Agent, in the form attached hereto as Exhibit F or such other form as may be mutually agreed upon among the Sellers, the Buyers and the Escrow Agent.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“GAAP” means United States generally accepted accounting principles.

“Gordon Amendment and Release Agreement” means the amendment and release agreement entered into between Gordon, Alive, Lagasse and Food of Love, in form reasonably satisfactory to the Buyers, (i) amending the Gordon Agreement to provide that after the Closing, any payments made in connection with the B&G Agreement shall be made directly to Gordon by B&G, and Gordon shall not seek to collect any such payments from the Sellers, the Buyers or any of their Affiliates and (ii) providing a full and unconditional release by Gordon of any and all claims against the Buyers or any of their respective Affiliates, the Business and the Transferred Assets arising out of or relating to the B&G Agreement, the Gordon Agreement or any other agreements or arrangements among Gordon, Alive and/or any of the Sellers.

“Governmental Authority” means any United States or non-United States national, federal, state or local governmental, regulatory or administrative authority, agency or commission or any judicial or arbitral body.

“Intellectual Property” means all intellectual property rights arising from or associated with the following, whether protected, created or arising under the Laws of the United States or any other jurisdiction: (i) trade names, trademarks and service marks (registered and unregistered), trade dress and similar rights and applications to register any of the foregoing (collectively, “Marks”); (ii) Internet domain names and other Internet addresses (collectively, “Domain Names”); (iii) patents and patent applications and rights in respect of utility models or industrial designs (collectively, “Patents”); (iv) copyrights and registrations and applications therefor (collectively, “Copyrights”); (v) know-how, recipe databases, inventions, discoveries, methods, processes, technical data, specifications, research and development information, technology, data bases and other proprietary or confidential information, in each case that derives economic value (actual or potential) from not being generally known to other Persons who can obtain economic value from its disclosure, but excluding any Copyrights or Patents that

cover or protect any of the foregoing (collectively, “Trade Secrets”); and (vi) publicity rights and any other intellectual or industrial property rights of any kind or nature that do not comprise Marks, Domain Names, Patents, Copyrights or Trade Secrets.

“IP Assignments” means the Copyright Assignment and the Trademark Assignments.

“IRS” means the Internal Revenue Service of the United States.

“Lagasse Publicity Rights” means the name, image, likeness, voice, personal history and other aspects of the persona and identity of Lagasse.

“Law” means any statute, law, ordinance, regulation, rule, code, injunction, judgment, decree or order of any Governmental Authority.

“Passive Investments” means any passive, non-managerial and non-operating investment in the securities or ownership interests of any Person; provided, however, that the term “Passive Investment” shall not include (i) if such Person is an entity that is publicly-traded on a principal national securities exchange, any investment that confers on the holder of such investment more than 2% of the voting power or equity or ownership interest of such Person and (ii) any investment that would otherwise constitute a breach under Sections 5.8 or 5.9 of this Agreement.

“Permitted Activities” or “Permitted Activity” means the following activities: (i) the Restaurant Business, (ii) any charitable events or activities relating to The Emeril Lagasse Foundation and participation in charitable events and service on the boards of directors of other charitable organizations, (iii) the making of real estate investments and Passive Investments, (iv) the Resale Business and (v) personal, non-commercial activities of Lagasse; provided, that, during the Relationship Period, if any or all of the Restaurant Business is conducted in a manner that involves moral turpitude or illegal behavior (other than incidental and non-continuing illegal behavior), then the Restaurant Business or portion thereof, as applicable, shall not constitute a Permitted Activity.

“Person” means an individual, corporation, partnership, limited liability company, limited liability partnership, syndicate, person, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.

“Post-Closing Royalties” means, with respect to any Contract for which there is a Straddle Sales Period, including, but not limited to, television-related Contracts, the product obtained by multiplying (i) the Total Royalty Amount with respect to such Contract by (ii) a fraction, (A) the numerator of which is the number of calendar days between the Closing Date, exclusive, and the last calendar day of the Straddle Sales Period, inclusive, and (B) the denominator of which is the number of calendar days in the Straddle Sales Period.

“Pre-Closing Royalties” means, with respect to any Contract for which there is a Straddle Sales Period, including, but not limited to, television-related Contracts, the product obtained by multiplying (i) the Total Royalty Amount with respect to such Contract by (ii) a

fraction, (A) the numerator of which is the number of calendar days between the first calendar day of the Straddle Sales Period, inclusive, and the Closing Date, inclusive, and (B) the denominator of which is the number of calendar days in the Straddle Sales Period.

“Publicity Rights License Agreement” means that Publicity Rights License Agreement among Lagasse and the Buyers, in the form attached hereto as Exhibit G.

“Real Property” means all real property, leaseholds and other interests in real property and all right, title and interest in and to all structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances relating to the foregoing.

“Registration Rights Agreement” means the registration rights agreement among the Sellers and MSLO providing for certain registration rights with respect to any MSLO Shares received as part of the Contingent Payments, in the form attached hereto as Exhibit H.

“Relationship Period” means the period from and after the Closing Date through (i) the 13th anniversary of the Closing Date in the event that, prior to the 10th anniversary of the Closing Date, Lagasse’s employment pursuant to the Lagasse Employment Agreement is terminated for any reason other than (A) by MSLO without Cause (as defined in the Lagasse Employment Agreement) or (B) by Lagasse with Good Reason (as defined in the Lagasse Employment Agreement) or (ii) three years after the end of the Employment Term (as defined in the Lagasse Employment Agreement) in any other circumstance.

“Relationship Period Business” means the Business as conducted at any time during the Relationship Period, including any business activities of the Buyers or any of their Affiliates during the Relationship Period relating to the licensing, marketing, distributing and selling of Business Products, as such activities evolve or expand during (but not after) the Relationship Period.

“Representatives” means, with respect to any Person, the officers, directors, employees, agents, accountants, advisors, bankers and other representatives of such Person.

“Resale Business” means the business conducted by the Sellers, which business is conducted solely through websites owned and operated by the Sellers or on the premises of the headquarters of Emeril’s Homebase, LLC (“Homebase”), relating exclusively to the resale of Business Products that are purchased by a Seller from a licensee of Business Intellectual Property or Lagasse Publicity Rights that is obligated (i) under a Contract being assigned to and assumed by the Buyers at the Closing to pay royalties to such Seller in respect of such purchase (and which royalties will be payable to the Buyers following the Closing) or (ii) under a written agreement that Buyers or any of their Affiliates enter into following the Closing to pay royalties to the Buyers or such Affiliate in respect of such purchase; provided such purchase and resale by such Seller is not prohibited under the terms and provisions of any such Contract or any current or future agreements or arrangements of the Relationship Period Business, the Buyers or any of their Affiliates; and provided, further, that the Sellers acknowledge and agree that nothing in this definition of Resale Business shall create any separate or additional rights in the Sellers under any such Contract, agreements or arrangements or any obligation of the Buyers or any of their Affiliates with respect thereto, including with respect to any provisions therein that, directly or indirectly, limit or restrict the resale or distribution of such products, and, for the avoidance of

doubt, the Buyers and their respective Affiliates expressly shall be permitted to, in their sole and absolute discretion, enter into agreements or arrangements related to the use or exploitation of Business Products, which agreements would, absent the consent of the counterparty(ies) to such agreements, prohibit parties other than such counterparty(ies) from distributing or reselling such Business Products.

“Restaurant Business” means (i) the restaurant business and similar businesses which are open to the general public and sell perishable prepared food for consumption on or off the premises, including, but not limited to, fine dining restaurants, coffee shops, fast food restaurants, kiosks and family style restaurants, and (ii) any activities or businesses exclusively related thereto, and in each case, which use or exploit the Shared Intellectual Property or the Lagasse Publicity Rights; provided that for the avoidance of doubt, (1) the marketing and sale on the premises of such restaurants or similar businesses described in clause (i) above or on the Internet of any merchandise related exclusively to such restaurants or similar businesses described in clause (i) above and (2) the catering business solely to the extent such business is conducted on a localized basis, shall each be included in this definition of Restaurant Business.

“Return” means any return, declaration, report, statement, information statement and other document required to be filed with respect to Taxes.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Shared Intellectual Property” means all Business Intellectual Property (as hereinafter defined) used or held for use in both the Business and the Restaurant Business, as listed in Schedule 1.1 of the Disclosure Schedules.

“Straddle Sales Period” means, with respect to any Contract pursuant to which the counterparty under the Contract has agreed to make certain minimum guaranteed payments in respect of a period of time that commences on or prior to the Closing Date and ends after the Closing Date, including, but not limited to, television-related Contracts, such period of time.

“Taxes” means any and all taxes of any kind (together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto) imposed by any Governmental Authority.

“Total Royalty Amount” means, with respect to any Contract for which there is a Straddle Sales Period, including, but not limited to, television-related Contracts, the aggregate amount of all payments due or paid (whenever paid) to both the Sellers and the Buyers under such Contract, whether as a minimum guaranteed payment or otherwise, with respect to such Straddle Sales Period only.

“Trademark Assignments” means (i) the assignment transferring to MSLO all of the Business Registered Marks (other than any Business Registered Marks that are included in the Shared Intellectual Property) owned or held by the Sellers as of the Closing Date and (ii) the assignment transferring to the Shared IP Sub all of the Business Registered Marks constituting

Shared Intellectual Property owned or held by the Sellers as of the Closing Date, each in the respective forms attached hereto as Exhibit I.

“Trademark License Agreement” means that Trademark License Agreement between Food of Love and the Shared IP Sub, in the form attached hereto as Exhibit J.

“Unearned Advance” means, with respect to any Contract for which there is no Straddle Sales Period and in connection with which any Seller has received an advance of royalties prior to the Closing, the amount of such advance that remains unearned at the Closing.

“William Morris Amendment and Release Agreement” means the amendment and release agreement entered into among the William Morris Agency, Inc. (“William Morris”), Jim Griffin and the Sellers, in form reasonably satisfactory to the Buyers, (i) terminating any and all agreements and arrangements by or among any Seller, William Morris and/or Jim Griffin, including, but not limited to, the General Services Agreement, SAG Television Motion Picture Agency Contract, SAG Theatrical Motion Picture Agency Contract, Actor’s Equity Association Exclusive Management Contract, Standard AFTRA Exclusive Agency Contract, General Materials and Packages Agreement and Deferment Agreement, each dated as of March 8, 1999 and between William Morris and Lagasse (all such agreements and arrangements collectively, the “William Morris Agreements”), and any and all rights of William Morris or Jim Griffin thereunder, except with respect to the payment of commissions in connection with any amounts received by the Buyers after the Closing Date pursuant to any agreements or arrangements for the services of Lagasse entered into or in negotiation on or prior to the Closing Date relating to the fields of radio and television, including commercials, which shall continue after the Closing, and (ii) providing a full and unconditional release by William Morris and Jim Griffin of any and all claims against the Buyers, the Business and the Transferred Assets arising out of or relating to any of the William Morris Agreements, including, but not limited to, any claims for commissions arising from any Contracts (whether currently existing or in the process of negotiation) in the licensing, publishing and endorsement categories (the “Licensing Commissions”), other than claims relating to any liabilities and obligations of the Sellers for the payment of commissions in connection with any amounts received by the Buyers after the Closing Date pursuant to any agreements or arrangements for the services of Lagasse entered into or in negotiation on or prior to the Closing Date relating to the fields of radio and television, including commercials, which liabilities and obligations shall be Assumed Liabilities, and (iii) providing for payment by the Sellers to William Morris and Anthony Cruz of the amounts specified therein in release of all claims for any Licensing Commissions.

Section 1.2 Table of Definitions. The following terms have the meanings set forth in the Sections referenced below:


Definition		Location
Additional Contingent Payment		Section 2.8(a)
Adjustment Period		Section 2.8(a)
Advance Notice		Section 5.12
Agreement		Preamble
Alive		Section 1.1
Allocation Statement		Section 2.10


Definition		Location
Assumed Liabilities		Section 2.3
Average EBITDA		Section 2.8(a)
B&G		Section 1.1
B&G Agreement		Section 1.1
Base Contingent Payment		Section 2.8(a)
Business		Recitals
Business Domain Names		Section 3.11(a)
Business Intellectual Property		Section 2.1(b)
Business Mark		Section 3.11(b)
Business Registered Copyrights		Section 3.11(a)
Business Registered IP		Section 3.11(a)
Business Registered Marks		Section 3.11(a)
Business Websites		Section 5.5(d)
Buyer		Preamble
Buyer Indemnified Parties		Section 8.2
Buyer Indemnified Party		Section 8.2
Buyers		Preamble
Buyers Core Representations		Section 8.1
Cash Portion		Section 2.8(a)
Certificate of Formation		Section 5.5(a)
Closing		Section 2.7(a)
Closing Date		Section 2.7(a)
Company SEC Documents		Section 4.6
Competitive Activity		Section 5.8
Confidentiality Agreement		Section 5.7
Contingent Payments		Section 2.8(a)
Contracts		Section 2.1(a)
Copyrights		Section 1.1
Disclosure Schedules		Article III
dollars, $, US$		Section 10.12
Domain Names		Section 1.1
EBITDA Dispute Resolution Costs		Section 2.8(b)
Effective Date		Preamble
emerils.com		Preamble
Escrow Agent		Section 2.7(b)
Escrow Amount		Section 2.7(b)
Escrow Fund		Section 2.7(b)
Excluded Assets		Section 2.2
Excluded Liabilities		Section 2.4
Financial Statements		Section 3.5
Food Network		Section 7.3(e)
Food of Love		Preamble
Gordon		Section 1.1
Gordon Agreement		Section 1.1
Homebase		Section 1.1


Definition		Location
HSR Act		Section 3.3(b)
Inbound License Agreements		Section 3.11(g)
Indemnified Party		Section 8.4(a)
Indemnifying Party		Section 8.4(a)
Independent Determination		Section 2.8(b)
Interim Financial Statements		Section 3.5
Inventory		Section 2.2(f)
Key Man Policy		Section 5.14
Lagasse		Preamble
Lagasse Employment Agreement		Section 1.1
Lasher Agency		Section 3.17
Licensing Commissions		Section 1.1
Losses		Section 8.2
Marks		Section 1.1
Material Contracts		Section 3.13(a)
MSLO		Preamble
MSLO Shares		Section 2.8(a)
NBC Agreement		Section 3.18
New William Morris Agreement		Section 7.2(c)
Noncompete Period		Section 5.8
Operating Agreement		Section 5.5(a)
Outbound License Agreements		Section 3.11(g)
Patents		Section 1.1
Personal Element		Section 3.11(j)
Proposed Calculation		Section 2.8(b)
Purchase Price		Section 2.6
PwC		Section 2.8(b)
Receivables		Section 2.1(f)
Related Party		Section 3.15
Required Consents		Article III
Royalty Notice		Section 5.12
Royalty Statements		Section 5.12
Seller		Preamble
Seller Abandoned Mark		Section 5.5(c)
Seller Indemnified Parties		Section 8.3
Seller Indemnified Party		Section 8.3
Sellers		Preamble
Sellers Core Representations		Section 8.1
Shared IP Sub		Preamble
Termination Date		Section 9.1(b)
Third Party Claim		Section 8.4(a)
Threshold		Section 2.8(a)
Trade Secrets		Section 1.1
Transferred Assets		Section 2.1
Unique Identifying Number		Section 3.11(j)