1.74 "Purchase Price Allocation Schedule" means a schedule, to be
delivered by the Company (on behalf of the Sellers) to Buyer at least five (5)
days prior to the Closing, containing (a) each Seller's percentage interest in
the Company, (b) each Seller's indirect percentage interest in RAP for purposes
of certain allocations under this Agreement, the RAP Agreement and the RAP
Indemnity Agreement, and (c) the portion of the Purchase Price to be delivered
to each Seller at the Closing.
1.75 "Purchased Interests" means, collectively, (1) the partnership
interests of the Company owned by Sellers, and (2) all of the issued and
outstanding stock of WS, ING Media C Corp., and Nassau (each of which is a
limited partner of the Company), any options to purchase assets owned by such
corporations which are held by their respective shareholders, and any
outstanding indebtedness of such corporations held by their respective
shareholders, all to be purchased by Buyer pursuant to this Agreement.
1.76 "RAP" means Rifkin Acquisition Partners, L.L.L.P., a Colorado
registered limited liability limited partnership.
1.77 "RAP Agreement" means the Purchase and Sale Agreement by and among
the RAP Sellers, RAP, and Buyer dated as of the date hereof.
1.78 "RAP Equity Value" has the meaning ascribed to that term in the RAP
1.79 "RAP Indemnity Agreement" means the RAP Indemnity Agreement among the
parties hereunder and under the RAP Agreement, delivered pursuant to the RAP
Agreement and attached as an exhibit thereto.
1.80 "RAP Indemnity Fund" means the sum of Twenty Million Dollars
($20,000,000) pursuant to the RAP Agreement to be deposited with the Escrow
Agent by the Buyer (or guaranteed by letters of credit provided by one or more
sellers under the RAP Agreement) pursuant to the RAP Indemnity Agreement in
order to fund the indemnification obligations, under Section 2.1 of the RAP
Indemnity Agreement, of (i) the RAP Sellers, and (ii) the Sellers with respect
to the indirect interest in RAP owned by the Company. A portion of the purchase
price under the RAP Agreement shall be deposited by Buyer with the Escrow Agent
reflecting the RAP Sellers' pro rata portion of the RAP Equity Value, and a
portion of the Purchase Price hereunder shall be deposited by Buyer with the
Escrow Agent reflecting the Company's pro rata portion of the RAP Equity Value
arising out of the Company's indirect interest in RAP.
1.81 "RAP Purchase Price Adjustment Holdback" means the sum of Two Million
Dollars ($2,000,000) pursuant to the RAP Agreement to be paid by Buyer to
Disbursement Agent at the Closing and retained by Disbursement Agent as
described in Section 2.3 of the RAP Agreement. A portion of the purchase price
under the RAP Agreement shall be paid by Buyer to Disbursement Agent reflecting
the pro rata portion of the RAP Purchase Price Adjustment Holdback with respect
to the aggregate interest in RAP owned by the sellers that are parties to the
RAP Agreement, and a portion of the Purchase Price hereunder shall be paid by