Common use of Copyrights, Trademarks and Other Rights Clause in Contracts

Copyrights, Trademarks and Other Rights. (a) The Items of Product listed on Schedule 3.8(a) hereto, comprise all of the Valuation Items of Product. Except as set forth on Schedule 3.8(a), the copyright registration number assigned to a Credit Party’s interest therein (when issued) and whether such Credit Party owns or licenses from a third party such Completed Items of Product are set forth across from the description of such Completed Item of Product, and as to each Valuation Item of Product listed on Schedule 3.8(a), the Credit Party owning or licensing a copyright therein has duly filed for recordation (or, on the Closing Date, will duly file for recordation) its interests in the United States Copyright Office. Schedule 3.8(a) also identifies the location of the best available Physical Materials related to each Valuation Item of Product owned by the Credit Parties. To the best of each Credit Party’s knowledge, all Valuation Items of Product and all component parts thereof do not violate or infringe upon any copyright, right of privacy or publicity, trademark, patent, trade name, performing right or any literary, dramatic, musical, artistic, personal, private, several, care, contract, property or copyright right or any other right of any Person or contain any libelous or slanderous material. Except as set forth in Schedule 3.12, there is no claim, suit, action or proceeding pending relating to the foregoing or, to the best of each Credit Party’s knowledge, threatened against any Credit Party or any other Person with respect to any Valuation Item of Product, and no Credit Party has any knowledge of any existing infringement by any other Person of any copyright or trademark held by any Credit Party with respect to any Valuation Item of Product which, in each case, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Copyrights, Trademarks and Other Rights. (a) The On the date hereof, the Items of Product listed on Schedule 3.8(a) hereto, hereto comprise all of the Valuation Items of ProductProduct in which any member of the Credit Group has any right, title or interest (either directly, through a joint venture or partnership or otherwise). Except as set forth on Schedule 3.8(a3.8(c), the copyright registration number assigned to a Credit Party’s interest therein (when issued) and the character of the interests held by the relevant member of the Credit Group (i.e., whether owned by, optioned by, or assigned to, such Credit Party owns or licenses from a third party person, etc.) for such Completed Items of Product are set forth across from the description of such Completed Item of Product, Product and as to each Valuation Item of the top twenty-five Items of Product which generate the greatest amount of revenues or other income (as listed on Schedule 3.8(a)), the member of the Credit Party owning or licensing a copyright therein Group holding such interests has duly filed for recordation recorded (or, on the Closing Date, will duly file for recordationrecord) its interests in the United States Copyright OfficeOffice and has delivered (or, on the Closing Date, will deliver) copies of all such recordations to the Administrative Agent. Schedule 3.8(a) also identifies the location of the best available Physical Materials related to each Valuation Item of Product owned by the Credit PartiesGroup. To the best of each Credit Party’s knowledge, all Valuation such Items of Product and all component parts thereof do not and will not violate or infringe upon any copyright, right of privacy or publicityprivacy, trademark, patent, trade name, performing right or any literary, dramatic, musical, artistic, personal, private, several, care, contract, property or copyright right or any other right of any Person or contain any libelous or slanderous material. Except as set forth in Schedule 3.12, there is no claim, suit, action or proceeding pending relating to the foregoing or, to the best of each Credit Party’s knowledge, threatened against any member of the Credit Party Group or any other Person that involves a claim of infringement of any copyright with respect to any Valuation Item of ProductProduct listed on Schedule 3.8(a), and no Credit Party has any knowledge of any existing infringement by any other Person of any copyright or trademark held by any member of the Credit Party Group with respect to any Valuation Item of Product listed on Schedule 3.8(a) which, in each case, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Copyrights, Trademarks and Other Rights. (a) The Items As of the Amendment No. 17 Effective Date, the items of Product listed on Schedule 3.8(a3.7(a) hereto, hereto comprise all of the Valuation Items Product in which any Credit Party has any right, title or interest (either directly, through a joint venture or partnership or otherwise). The existing U.S. copyright registration number (or if not yet obtained, the registration status) for each of Product. Except the items of Product set forth on Schedule 3.7(a) for which any Credit Party owns the underlying copyright or an interest in copyright are as set forth on Schedule 3.8(a3.7(a), the copyright registration number assigned to a Credit Party’s interest therein (when issued) and whether such Credit Party owns or licenses from a third party such Completed Items of Product are set forth across from the description of such Completed Item of Product, and as to each Valuation Item of Product listed on Schedule 3.8(a), the Credit Party owning or licensing a copyright therein has duly filed for recordation (or, on the Closing Date, will duly file for recordation) its interests in the United States Copyright Office. Schedule 3.8(a3.7(a) also identifies the location of the best available Physical Materials related to each Valuation Item item of Product owned by the any Credit PartiesParty or to which any Credit Party has rights of access. To the best of each Credit Party’s knowledge, all Valuation Items items of Product and all component parts thereof do not and will not violate or infringe upon any copyright, right of privacy or publicityprivacy, trademark, patent, trade name, performing right or any literary, dramatic, musical, artistic, personal, private, several, care, contract, property or copyright right or any other right of any Person Person, in any material respect or contain any libelous or slanderous material. Except as set forth in Schedule 3.12, there There is no claim, suit, action or proceeding pending relating to the foregoing or, to the best of each Credit Party’s knowledge, threatened against any Credit Party or that involves a claim of infringement of any other Person copyright with respect to any Valuation Item item of ProductProduct listed on Schedule 3.7(a), and no Credit Party has any knowledge of any existing infringement by any other Person of any copyright or trademark held by any Credit Party with respect to any Valuation Item item of Product which, in each case, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectlisted on Schedule 3.7(a).

Copyrights, Trademarks and Other Rights. (a) The Items On the date hereof on a pro forma basis after giving effect to the acquisition contemplated by the HEDC Purchase Agreement, the items of Product listed on Schedule 3.8(a3.7(a) hereto, hereto comprise all of the Valuation Items Product in which any Credit Party has any right, title or interest (either directly, through a joint venture or partnership or otherwise). The existing U.S. copyright registration number (or if not yet obtained, the registration status) for each of Product. Except as the items of Product acquired pursuant to the HEDC Purchase Agreement are set forth on Schedule 3.8(a3.7(a), the copyright registration number assigned to a Credit Party’s interest therein (when issued) and whether such Credit Party owns or licenses from a third party such Completed Items of Product are set forth across from the description of such Completed Item of Product, and as to each Valuation Item of Product listed on Schedule 3.8(a), the Credit Party owning or licensing a copyright therein has duly filed for recordation (or, on the Closing Date, will duly file for recordation) its interests in the United States Copyright Office. Schedule 3.8(a3.7(a) also identifies the location of the best available Physical Materials related to each Valuation Item item of Product owned by the any Credit PartiesParty or to which any Credit Party has rights of access. To the best of each Credit Party’s 's knowledge, all Valuation Items items of Product and all component parts thereof do not and will not violate or infringe upon any copyright, right of privacy or publicityprivacy, trademark, patent, trade name, performing right or any literary, dramatic, musical, artistic, personal, private, several, care, contract, property or copyright right or any other right of any Person Person, in any material respect or contain any libelous or slanderous material. Except as set forth in Schedule 3.12, there There is no claim, suit, action or proceeding pending relating to the foregoing or, to the best of each Credit Party’s 's knowledge, threatened against any Credit Party or that involves a claim of infringement of any other Person copyright with respect to any Valuation Item item of ProductProduct listed on Schedule 3.7(a), and no Credit Party has any knowledge of any existing infringement by any other Person of any copyright or trademark held by any Credit Party with respect to any Valuation Item item of Product which, in each case, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectlisted on Schedule 3.7(a).

Copyrights, Trademarks and Other Rights. (a) The Items of Product listed on Schedule 3.8(a) hereto, comprise all of the Valuation Items of ProductProduct in which any Credit Party has any right, title or interest (either directly, through a joint venture or otherwise). Except as set forth on Schedule 3.8(a), the copyright registration number assigned to a Credit Party’s interest therein (when issued) and whether such Credit Party owns or licenses from a third party such Completed Items of Product are set forth across from the description of such Completed Item of Product, and as to each Valuation Item of Product listed on Schedule 3.8(a), the Credit Party owning or licensing a copyright therein has duly filed for recordation (or, on the Closing Date, will duly file for recordation) its interests in the United States Copyright Office. Schedule 3.8(a) also identifies the location of the best available Physical Materials related to each Valuation Item of Product owned by the Credit Parties. To the best of each Credit Party’s knowledge, all Valuation Items of Product and all component parts thereof do not violate or infringe upon any copyright, right of privacy or publicity, trademark, patent, trade name, performing right or any literary, dramatic, musical, artistic, personal, private, several, care, contract, property or copyright right or any other right of any Person or contain any libelous or slanderous material. Except as set forth in Schedule 3.12, (i) there is no claim, suit, action or proceeding pending relating to the foregoing oror against any Credit Party or any other Person with respect to any Item of Product, (ii) to the best of each Credit Party’s knowledge, there is no threatened claim, suit, action or proceeding has been threatened against any Credit Party or any other Person with respect to any Valuation Item of Product, Product which could if brought reasonably be expected to have a Material Adverse Effect and (iii) no Credit Party has any knowledge of any existing infringement which is material to the Credit Parties by any other Person of any copyright or trademark held by any Credit Party with respect to any Valuation Item of Product which, in each case, either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectProduct.

Copyrights, Trademarks and Other Rights. (a) The Items On the --------------------------------------- date hereof, the items of Product listed on Schedule 3.8(a3.8(a)(i) hereto, comprise all of the Valuation Items of ProductProduct in which any Credit Party has any right, title or interest (either directly or through a joint venture or partnership). Except as set forth on Schedule 3.8(a), the The copyright registration number assigned to a Credit Party’s interest therein (when issued) and whether such the character of the interests held by the Credit Party owns or licenses from a third party such Completed Items for the items of Product listed on Schedule 3.8(a)(ii) are set forth across from the description of such Completed Item item of Product, Product and as to each Valuation Item of Product item listed on Schedule 3.8(a), 3.8(a)(ii) hereto the Credit Party owning or licensing a copyright therein holding such interests has duly filed for recordation (or, on the Closing Date, will duly file for recordation) recorded its interests in the United States Copyright OfficeOffice and has delivered copies of all such recordation to the Administrative Agent. Schedule 3.8(a3.8(a)(ii) also identifies shall identify the location of the best available Physical Materials related to each Valuation Item item of Product owned by the Credit Parties. To the best of each Credit Party’s 's knowledge, all Valuation Items items of Product and all component parts thereof owned by such Credit Party do not violate or infringe upon any copyright, right of privacy or publicityprivacy, trademark, patent, trade name, performing right or any literary, dramatic, musical, artistic, personal, private, several, care, contract, property contract or copyright right or any other right of any Person or contain any libelous or slanderous materialmaterial other than to an extent which is either not material or for which coverage is provided in existing insurance policies. Except as set forth in on Schedule 3.12, there is no claim, suit, action or proceeding pending relating to the foregoing or, to the best of each Credit Party’s 's knowledge, threatened against any Credit Party or that involves a claim of infringement of any other Person copyright with respect to any Valuation Item item of Product, Product listed on Schedule 3.8(a)(i) and no Credit Party has any knowledge of any existing infringement by any other Person of any copyright or trademark held by any Credit Party with respect to any Valuation Item item of Product which, in each case, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectlisted on Schedule 3.8(a)(i).

Copyrights, Trademarks and Other Rights. (a) The Items of Product listed on Schedule 3.8(a) hereto, comprise all of the Valuation Items of Product. Except as set forth on Schedule 3.8(a), the copyright registration number assigned to a Credit Party’s interest therein (when issued) and whether such Credit Party owns or licenses from a third party such Completed Items of Product are set forth across from the description of such Completed Item of Product, and as to each Valuation Item of Product listed on Schedule 3.8(a), the Credit Party owning or licensing a copyright therein has duly filed for recordation (or, on the Closing Date, will duly file for recordation) its interests in the United States Copyright Office. Schedule 3.8(a) also identifies the location of the best available Physical Materials related to each Valuation Item of Product owned by the Credit Parties. To the best of each Credit Party’s knowledge, all Valuation Items of Product and all component parts thereof do not violate or infringe upon any copyright, right of privacy or publicity, trademark, patent, trade name, performing right or any literary, dramatic, musical, artistic, personal, private, several, care, contract, property or copyright right or any other right of any Person or contain any libelous or slanderous material. Except as set forth in Schedule 3.12, there is no claim, suit, 58 action or proceeding pending relating to the foregoing or, to the best of each Credit Party’s knowledge, threatened against any Credit Party or any other Person with respect to any Valuation Item of Product, and no Credit Party has any knowledge of any existing infringement by any other Person of any copyright or trademark held by any Credit Party with respect to any Valuation Item of Product which, in each case, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Copyrights, Trademarks and Other Rights. (a) The Items of Product On the date hereof, the Pictures listed on Schedule 3.8(a) hereto, hereto comprise all of the Valuation Items of ProductPictures in which any Credit Party has any right, title or interest (either directly, through a joint venture or partnership or otherwise). Except as set forth on Schedule 3.8(a3.8(c), the copyright registration number assigned to a Credit Party’s interest therein (when issued) and whether such the character of the interests held by the relevant Credit Party owns (i.e., whether owned by, optioned by, or licenses from a third party assigned to, such Completed Items of Product person, etc.) for such Pictures are set forth across from the description of such Completed Item of Product, and as to each Valuation Item of Product listed on Schedule 3.8(a)Picture, the Credit Party owning or licensing a copyright therein holding such interests has duly filed for recordation recorded or cause to be duly recorded (or, on the Closing Date, will duly file for recordationrecord or cause to be duly recorded) its interests in the United States Copyright OfficeOffice and has delivered (or, on the Closing Date, will deliver) copies of all such recordations to the Administrative Agent. Schedule 3.8(a) also identifies the location of the best available Physical Materials related to each Valuation Item of Product Picture owned by the any Credit PartiesParty. To the best of each Credit Party’s knowledge, all Valuation Items of Product such Pictures and all component parts thereof do not and will not violate or infringe upon any copyright, right of privacy or publicityprivacy, trademark, patent, trade name, performing right or any literary, dramatic, musical, artistic, personal, private, several, care, contract, property or copyright right or any other right of any Person or contain any libelous or slanderous material. Except as set forth in Schedule 3.12, there is no claim, suit, action or proceeding pending relating to the foregoing or, to the best of each Credit Party’s knowledge, threatened against any Credit Party or any other Person that involves a claim of infringement of any copyright with respect to any Valuation Item of ProductPicture listed on Schedule 3.8(a), and no Credit Party has any knowledge of any existing infringement by any other Person of any copyright or trademark held by any Credit Party with respect to any Valuation Item of Product Picture listed on Schedule 3.8(a) which, in each case, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Copyrights, Trademarks and Other Rights. (a) The Items On the date hereof, the items of Product listed on Schedule 3.8(a) hereto, hereto comprise all of the Valuation Items of ProductProduct in which any Credit Party has any right, title or interest (either directly, through a joint venture or partnership or otherwise). Except as set forth on Schedule 3.8(a), the The copyright registration number assigned to a Credit Party’s interest therein (when issued) and whether such the character of the interests held by the relevant Credit Party owns or licenses from a third party for such Completed Items items of Product are set forth across from the description of such Completed Item item of Product, Product and as to each Valuation Item item of Product listed on Schedule 3.8(a)owned by any Credit Party, the Credit Party owning or licensing a copyright therein holding such interests has duly filed for recordation (or, on the Closing Date, will duly file for recordation) recorded its interests in the United States Copyright OfficeOffice and has delivered copies of all such recordations to the Administrative Agent. Schedule 3.8(a) also identifies the location of the best available Physical Materials related to each Valuation Item item of Product owned by the Credit Parties. To the best of each Credit Party’s 's knowledge, all Valuation Items items of Product and all component parts thereof do not and will not violate or infringe upon any copyright, right of privacy or publicityprivacy, trademark, patent, trade name, performing right or any literary, dramatic, musical, artistic, personal, private, several, care, contract, property or copyright right or any other right of any Person or contain any libelous or slanderous material. Except as set forth in Schedule 3.12, there There is no claim, suit, action or proceeding pending relating to the foregoing or, to the best of each Credit Party’s knowledge, or threatened against any Credit Party or that involves a claim of infringement of any other Person copyright with respect to any Valuation Item item of ProductProduct owned by such Credit Party which would have a Material Adverse Effect on such Credit Party, and no Credit Party has any knowledge of any existing infringement by any other Person of any copyright or trademark held by any Credit Party with respect to any Valuation Item item of Product which, in each case, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectowned by such Credit Party.