Loss shall mean any damage, claim, loss, charge, action, suit, proceeding, deficiency, tax, interest, penalty and reasonable costs and expenses related thereto (including reasonable attorneys fees).
NBA shall mean the National Basketball Association.
NBA Rules shall mean (i) the NBA Constitution and By-Laws and all other rules and regulations of the NBA, as they presently exist and as they may from time to time be amended, to the extent they are of general applicability to all NBA members, and (ii) the terms of any existing or future contracts entered into by the NBA on behalf of all NBA members for the telecasting of basketball games.
NHL shall mean the National Hockey League.
NHL Rules shall mean (i) the NHL Constitution; (ii) the NHL By-Laws; (iii) all resolutions duly adopted by the NHL Board of Governors in accordance with (i) or (ii) above; (iv) all other rules, regulations, policies, procedures, interpretations and agreements adopted, issued, authorized, established, entered into or otherwise promulgated, in each case, pursuant to or otherwise in accordance with the items in clauses (i), (ii) or (iii) above; and (v) the terms of any contracts entered into by the NHL on behalf of all NHL member clubs for the telecasting of hockey games; in each case (i.e., clauses (i), (ii), (iii), (iv) and (v)) (x) as may be presently existing, hereafter entered into or in effect, or adopted, repealed and/or amended from time to time and (y) that are generally applicable to all NHL member clubs.
Overlap Individuals shall mean Persons who are directors of both Sportsco and Entertainco or employees of both Sportsco and Entertainco if such employee is compensated by both companies.
Person shall mean any natural person, corporation, business trust, limited liability company, joint venture, association, company, partnership or government, or any agency or political subdivision thereof.
Prime Rate shall mean the rate of interest per annum announced from time to time by JPMorgan Chase Bank, National Association, as its prime lending rate.
Services shall mean, collectively, the Entertainco Services and the Sportsco Services.
Sportsco Services shall mean those transitional services, including any Additional Services, to be provided by Sportsco to Entertainco set forth on Schedule B hereto to assist Entertainco in operating Entertaincos business following the Distribution. Services or actions of Overlap Individuals shall not be considered to be Sportsco Services under this Agreement unless expressly agreed in writing by both parties to this Agreement.
Third-Party shall mean any Person who is not a party to this Agreement.