Common use of Conversion of Digitized Theatres Clause in Contracts

Conversion of Digitized Theatres. During the Term and at its sole option, FM may choose to install a Projection System in one or more auditoriums in any Digitized Theatre. As between FM and LLC, FM will be responsible for purchasing, installing and maintaining the Projection Systems selected by FM. After the installation of a Projection System in an auditorium in a Digitized Theatres, FM, at its sole option, may elect to convert the manner in which the Services are exhibited in such auditorium from the existing Low Resolution Projection System to either a Dual Interface Architecture or the ACE Solution; provided that equipment capable of exhibiting live Digital Programming Services need not be provided by FM to an extent greater than that hereafter set forth in this Section 3.06(a) required by this Agreement. Upon such conversion, such Projection Systems shall constitute FM Equipment under this Agreement (the “Digital Cinema Equipment”), including, but not limited to, the Equipment set forth on Schedule A. Notwithstanding the foregoing, LLC shall not be permitted to use the Digital Cinema Equipment for Digital Programming Services or Meeting Services unless (i) LLC has entered into a participating distributor agreement (a “PDA”) with DCIP or, under certain circumstances (including without limitation, upon the expiration or termination of the PDA with DCIP), with FM, (ii) such PDA has not been terminated and is not in default and (iii) for Meeting Services, all content utilizing the Digital Cinema Equipment is distributed through LLC’s Digital Content Network. FM will ensure that such conversion of the Services will not lessen the number of auditoriums in such Digitized Theatre which are required by the Agreement to exhibit live Digital Programming Services; provided that (i) LLC shall ensure that such live Digital Programming Services are delivered to such Digital Cinema Equipment in a format that is compatible with such Digital Cinema Equipment without any additional equipment, software or licenses unless such additional equipment, software or licenses are purchased by LLC and does not render such Digital Cinema Equipment not DCI Spec Compliant. During such conversion, FM shall be responsible for connecting the Equipment, including LLC Equipment, to the FM Equipment in a functional manner as mutually agreed by FM and LLC. LLC shall be responsible for providing specifications and process instructions to FM for such connectivity in advance of the scheduled conversion; provided that such specifications and process instructions shall not require FM to acquire any additional equipment or software in order to effectuate such connectivity unless such additional equipment or software is purchased by LLC and does not render such Digital Cinema Equipment not DCI Spec Compliant. Once LLC receives notice from FM that a Projection System has been installed in a given auditorium and that FM has elected to convert the Services to such Projection System, LLC and FM shall have the responsibility to jointly test such conversion to ensure that the Digital Cinema Equipment is operational to provide the Services. LLC and FM hereby agree that the Auditoriums listed on Schedule 3.06(a) have Digital Cinema Equipment operational to provide Services as of the date of this Amendment. If the conversion is operational to provide the Services, LLC shall notify FM in writing (the “LLC Confirmation”). If the conversion is not operational to provide the Services, LLC and FM shall cooperate to make the system operational to provide the Services. The Parties agree that LLC shall have 60 days, which shall include all testing, following receipt of notice from FM that a Projection System has been installed and is capable of receiving the Services in a given auditorium to complete the conversion in such auditorium. Until the testing of the conversion has been completed and approved, FM shall not be permitted to remove the Low Resolution Projection System from such auditorium. After a conversion of an auditorium has been completed and approved, FM may, in certain limited circumstances, replace the Digital Cinema Equipment with 35mm projection. In such event FM shall reinstall Low Resolution Projection Systems in order to deliver the Services in such auditoriums and FM will no longer be required to exhibit 3D Services in such auditoriums.

Conversion of Digitized Theatres. During the Term and at its sole option, FM Cinemark may choose to install a Projection System in one or more auditoriums in any Digitized Theatre. As between FM Cinemark and LLC, FM Cinemark will be responsible for purchasing, installing and maintaining the Projection Systems selected by FMCinemark. After the installation of a Projection System in an auditorium in a Digitized Theatres, FMCinemark, at its sole option, may elect to convert the manner in which the Advertising Services are exhibited in such auditorium from the existing Low Resolution Projection System to either a Dual Interface Architecture or the ACE Solution; provided that equipment capable of exhibiting live Digital Programming Services need not be provided by FM to an extent greater than that hereafter set forth in this Section 3.06(a) required by this Agreement. Upon such conversion, such Projection Systems shall constitute FM Cinemark Equipment under this Agreement (the “Digital Cinema Equipment”), including, but not limited to, the Equipment set forth on Schedule A. Notwithstanding the foregoing, LLC shall not be permitted to use the Digital Cinema Equipment for Digital Programming Services or Meeting Services unless (i) LLC has entered into a participating distributor agreement (a “PDA”) with DCIP or, under certain circumstances (including without limitation, upon the expiration or termination of the PDA with DCIP), with FM, (ii) such PDA has not been terminated and is not in default and (iii) for Meeting Services, all content utilizing the Digital Cinema Equipment is distributed through LLC’s Digital Content Network. FM will ensure that such conversion of the Services will not lessen the number of auditoriums in such Digitized Theatre which are required by the Agreement to exhibit live Digital Programming Services; provided that (i) LLC shall ensure that such live Digital Programming Services are delivered to such Digital Cinema Equipment in a format that is compatible with such Digital Cinema Equipment without any additional equipment, software or licenses unless such additional equipment, software or licenses are purchased by LLC and does not render such Digital Cinema Equipment not DCI Spec Compliant. During such conversion, FM Cinemark shall be responsible for connecting the Equipment, including LLC Equipment, to the FM Cinemark Equipment in a functional manner as mutually agreed by FM Cinemark and LLC. LLC shall be responsible for providing specifications and process instructions to FM Cinemark for such connectivity in advance of the scheduled conversion; provided that such specifications and process instructions shall not require FM Cinemark to acquire any additional equipment or software in order to effectuate such connectivity unless such additional equipment or software is purchased by LLC and does not render such Digital Cinema Equipment not DCI Spec Compliant. Once LLC receives notice from FM Cinemark that a Projection System has been installed in a given auditorium and that FM Cinemark has elected to convert the Advertising Services to such Projection System, LLC and FM Cinemark shall have the responsibility to jointly test such conversion to ensure that the Digital Cinema Equipment is operational to provide the Advertising Services. LLC and FM Cinemark hereby agree that the Auditoriums listed on Schedule 3.06(a) have Digital Cinema Equipment operational to provide Advertising Services as of the date of this AmendmentOctober 1, 2010. If the conversion is operational to provide the Advertising Services, LLC shall notify FM Cinemark in writing (the “LLC Confirmation”). If the conversion is not operational to provide the Advertising Services, LLC and FM Cinemark shall cooperate to make the system operational to provide the Advertising Services. The Parties agree that LLC shall have 60 days, which shall include all testing, following receipt of notice from FM Cinemark that a Projection System has been installed and is capable of receiving the Advertising Services in a given auditorium to complete the conversion in such auditorium. Until the testing of the conversion has been completed and approved, FM Cinemark shall not be permitted to remove the Low Resolution Projection System from such auditorium. After a conversion of an auditorium has been completed and approved, FM Cinemark may, in certain limited circumstances, replace the Digital Cinema Equipment with 35mm projection. In such event FM Cinemark shall reinstall Low Resolution Projection Systems in order to deliver the Advertising Services in such auditoriums and FM Cinemark will no longer be required to exhibit 3D Advertising Services in such auditoriums.

Conversion of Digitized Theatres. During the Term and at its sole option, FM Regal may choose to install a Projection System in one or more auditoriums in any Digitized Theatre. As between FM Regal and LLC, FM Regal will be responsible for purchasing, installing and maintaining the Projection Systems selected by FMRegal. After the installation of a Projection System in an auditorium in a Digitized Theatres, FMRegal, at its sole option, may elect to convert the manner in which the Advertising Services are exhibited in such auditorium from the existing Low Resolution Projection System to either a Dual Interface Architecture or the ACE Solution; provided that equipment capable of exhibiting live Digital Programming Services need not be provided by FM to an extent greater than that hereafter set forth in this Section 3.06(a) required by this Agreement. Upon such conversion, such Projection Systems shall constitute FM Regal Equipment under this Agreement (the “Digital Cinema Equipment”), including, but not limited to, the Equipment set forth on Schedule Schedule A. Notwithstanding the foregoing, LLC shall not be permitted to use the Digital Cinema Equipment for Digital Programming Services or Meeting Services unless (i) LLC has entered into a participating distributor agreement (a “PDA”) with DCIP or, under certain circumstances (including without limitation, upon the expiration or termination of the PDA with DCIP), with FM, (ii) such PDA has not been terminated and is not in default and (iii) for Meeting Services, all content utilizing the Digital Cinema Equipment is distributed through LLC’s Digital Content Network. FM will ensure that such conversion of the Services will not lessen the number of auditoriums in such Digitized Theatre which are required by the Agreement to exhibit live Digital Programming Services; provided that (i) LLC shall ensure that such live Digital Programming Services are delivered to such Digital Cinema Equipment in a format that is compatible with such Digital Cinema Equipment without any additional equipment, software or licenses unless such additional equipment, software or licenses are purchased by LLC and does not render such Digital Cinema Equipment not DCI Spec Compliant. During such conversion, FM Regal shall be responsible for connecting the Equipment, including LLC Equipment, to the FM Regal Equipment in a functional manner as mutually agreed by FM Regal and LLC. LLC shall be responsible for providing specifications and process instructions to FM Regal for such connectivity in advance of the scheduled conversion; provided that such specifications and process instructions shall not require FM Regal to acquire any additional equipment or software in order to effectuate such connectivity unless such additional equipment or software is purchased by LLC and does not render such Digital Cinema Equipment not DCI Spec Compliant. Once LLC receives notice from FM Regal that a Projection System has been installed in a given auditorium and that FM Regal has elected to convert the Advertising Services to such Projection System, LLC and FM Regal shall have the responsibility to jointly test such conversion to ensure that the Digital Cinema Equipment is operational to provide the Advertising Services. LLC and FM Regal hereby agree that the Auditoriums listed on Schedule 3.06(a) have Digital Cinema Equipment operational to provide Advertising Services as of the date of this AmendmentOctober 1, 2010. If the conversion is operational to provide the Advertising Services, LLC shall notify FM Regal in writing (the “LLC Confirmation”). If the conversion is not operational to provide the Advertising Services, LLC and FM Regal shall cooperate to make the system operational to provide the Advertising Services. The Parties agree that LLC shall have 60 days, which shall include all testing, following receipt of notice from FM Regal that a Projection System has been installed and is capable of receiving the Advertising Services in a given auditorium to complete the conversion in such auditorium. Until the testing of the conversion has been completed and approved, FM Regal shall not be permitted to remove the Low Resolution Projection System from such auditorium. After a conversion of an auditorium has been completed and approved, FM Regal may, in certain limited circumstances, replace the Digital Cinema Equipment with 35mm projection. In such event FM Regal shall reinstall Low Resolution Projection Systems in order to deliver the Advertising Services in such auditoriums and FM Regal will no longer be required to exhibit 3D Advertising Services in such auditoriums.

Conversion of Digitized Theatres. During the Term and at its sole option, FM AMC may choose to install a Projection System in one or more auditoriums in any Digitized Theatre. As between FM AMC and LLC, FM AMC will be responsible for purchasing, installing and maintaining the Projection Systems selected by FMAMC. After the installation of a Projection System in an auditorium in a Digitized Theatres, FMAMC, at its sole option, may elect to convert the manner in which the Advertising Services are exhibited in such auditorium from the existing Low Resolution Projection System to either a Dual Interface Architecture or the ACE Solution; provided that equipment capable of exhibiting live Digital Programming Services need not be provided by FM to an extent greater than that hereafter set forth in this Section 3.06(a) required by this Agreement. Upon such conversion, such Projection Systems shall constitute FM AMC Equipment under this Agreement (the “Digital Cinema Equipment”), including, but not limited to, the Equipment set forth on Schedule A. Notwithstanding the foregoing, LLC shall not be permitted to use the Digital Cinema Equipment for Digital Programming Services or Meeting Services unless (i) LLC has entered into a participating distributor agreement (a “PDA”) with DCIP or, under certain circumstances (including without limitation, upon the expiration or termination of the PDA with DCIP), with FM, (ii) such PDA has not been terminated and is not in default and (iii) for Meeting Services, all content utilizing the Digital Cinema Equipment is distributed through LLC’s Digital Content Network. FM will ensure that such conversion of the Services will not lessen the number of auditoriums in such Digitized Theatre which are required by the Agreement to exhibit live Digital Programming Services; provided that (i) LLC shall ensure that such live Digital Programming Services are delivered to such Digital Cinema Equipment in a format that is compatible with such Digital Cinema Equipment without any additional equipment, software or licenses unless such additional equipment, software or licenses are purchased by LLC and does not render such Digital Cinema Equipment not DCI Spec Compliant. During such conversion, FM AMC shall be responsible for connecting the Equipment, including LLC Equipment, to the FM AMC Equipment in a functional manner as mutually agreed by FM AMC and LLC. LLC shall be responsible for providing specifications and process instructions to FM AMC for such connectivity in advance of the scheduled conversion; provided that such specifications and process instructions shall not require FM AMC to acquire any additional equipment or software in order to effectuate such connectivity unless such additional equipment or software is purchased by LLC and does not render such Digital Cinema Equipment not DCI Spec Compliant. Once LLC receives notice from FM AMC that a Projection System has been installed in a given auditorium and that FM AMC has elected to convert the Advertising Services to such Projection System, LLC and FM AMC shall have the responsibility to jointly test such conversion to ensure that the Digital Cinema Equipment is operational to provide the Advertising Services. LLC and FM AMC hereby agree that the Auditoriums listed on Schedule 3.06(a) have Digital Cinema Equipment operational to provide Advertising Services as of the date of this AmendmentOctober 1, 2010. If the conversion is operational to provide the Advertising Services, LLC shall notify FM AMC in writing (the “LLC Confirmation”). If the conversion is not operational to provide the Advertising Services, LLC and FM AMC shall cooperate to make the system operational to provide the Advertising Services. The Parties agree that LLC shall have 60 days, which shall include all testing, following receipt of notice from FM AMC that a Projection System has been installed and is capable of receiving the Advertising Services in a given auditorium to complete the conversion in such auditorium. Until the testing of the conversion has been completed and approved, FM AMC shall not be permitted to remove the Low Resolution Projection System from such auditorium. After a conversion of an auditorium has been completed and approved, FM AMC may, in certain limited circumstances, replace the Digital Cinema Equipment with 35mm projection. In such event FM AMC shall reinstall Low Resolution Projection Systems in order to deliver the Advertising Services in such auditoriums and FM AMC will no longer be required to exhibit 3D Advertising Services in such auditoriums.

Conversion of Digitized Theatres. During the Term and at its sole option, FM Regal may choose to install a Projection System in one or more auditoriums in any Digitized Theatre. As between FM Regal and LLC, FM Regal will be responsible for purchasing, installing and maintaining the Projection Systems selected by FMRegal. After the installation of a Projection System in an auditorium in a Digitized Theatres, FMRegal, at its sole option, may elect to convert the manner in which the Advertising Services are exhibited in such auditorium from the existing Low Resolution Projection System to either a Dual Interface Architecture or the ACE Solution; provided that equipment capable of exhibiting live Digital Programming Services need not be provided by FM to an extent greater than that hereafter set forth in this Section 3.06(a) required by this Agreement. Upon such conversion, such Projection Systems shall constitute FM Regal Equipment under this Agreement (the “Digital Cinema Equipment”), including, but not limited to, the Equipment set forth on Schedule A. Notwithstanding the foregoing, LLC shall not be permitted to use the Digital Cinema Equipment for Digital Programming Services or Meeting Services unless (i) LLC has entered into a participating distributor agreement (a “PDA”) with DCIP or, under certain circumstances (including without limitation, upon the expiration or termination of the PDA with DCIP), with FM, (ii) such PDA has not been terminated and is not in default and (iii) for Meeting Services, all content utilizing the Digital Cinema Equipment is distributed through LLC’s Digital Content Network. FM will ensure that such conversion of the Services will not lessen the number of auditoriums in such Digitized Theatre which are required by the Agreement to exhibit live Digital Programming Services; provided that (i) LLC shall ensure that such live Digital Programming Services are delivered to such Digital Cinema Equipment in a format that is compatible with such Digital Cinema Equipment without any additional equipment, software or licenses unless such additional equipment, software or licenses are purchased by LLC and does not render such Digital Cinema Equipment not DCI Spec Compliant. During such conversion, FM Regal shall be responsible for connecting the Equipment, including LLC Equipment, to the FM Regal Equipment in a functional manner as mutually agreed by FM Regal and LLC. LLC shall be responsible for providing specifications and process instructions to FM Regal for such connectivity in advance of the scheduled conversion; provided that such specifications and process instructions shall not require FM Regal to acquire any additional equipment or software in order to effectuate such connectivity unless such additional equipment or software is purchased by LLC and does not render such Digital Cinema Equipment not DCI Spec Compliant. Once LLC receives notice from FM Regal that a Projection System has been installed in a given auditorium and that FM Regal has elected to convert the Advertising Services to such Projection System, LLC and FM Regal shall have the responsibility to jointly test such conversion to ensure that the Digital Cinema Equipment is operational to provide the Advertising Services. LLC and FM Regal hereby agree that the Auditoriums listed on Schedule 3.06(a) have Digital Cinema Equipment operational to provide Advertising Services as of the date of this AmendmentOctober 1, 2010. If the conversion is operational to provide the Advertising Services, LLC shall notify FM Regal in writing (the “LLC Confirmation”). If the conversion is not operational to provide the Advertising Services, LLC and FM Regal shall cooperate to make the system operational to provide the Advertising Services. The Parties agree that LLC shall have 60 days, which shall include all testing, following receipt of notice from FM Regal that a Projection System has been installed and is capable of receiving the Advertising Services in a given auditorium to complete the conversion in such auditorium. Until the testing of the conversion has been completed and approved, FM Regal shall not be permitted to remove the Low Resolution Projection System from such auditorium. After a conversion of an auditorium has been completed and approved, FM Regal may, in certain limited circumstances, replace the Digital Cinema Equipment with 35mm projection. In such event FM Regal shall reinstall Low Resolution Projection Systems in order to deliver the Advertising Services in such auditoriums and FM Regal will no longer be required to exhibit 3D Advertising Services in such auditoriums.