Danixx X. Xxxxxxx.
Danixx X of twenty-two (22) episodes, or (ii) non-cancellable, firm, bankable guarantees (consistent with industry custom and practice) for distribution of the Series from all sources with a cumulative value at the time of commencement of principal photography of no less than the mutually-approved Series budget (inclusive of all television, home video, and merchandising exploitation) for a minimum of twenty-two (22) episodes; and provided that Alliance has confirmed consistent with industry custom and practice that TEAM is able to convey an unencumbered 50% ownership interest in the Rights (as set forth in paragraph 9 below), TEAM shall assign to Alliance a 50% ownership interest in the Rights and the exploitation thereof throughout the universe in perpetuity (subject to the allocation of distribution proceeds set forth in paragraph 5 below), and all monies in the escrow account (including interest) will be released to TEAM.
Danixx X. Xxxxxxx, Xx. xxx CSI, jointly and severally, represent and warrant to Buyer that the statements contained in Exhibit 3.2 attached hereto are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date and the Escrow Closing Date (as though made then and as though such dates were substituted for the date of this Agreement throughout Exhibit 3.2) except as otherwise set forth in the disclosure schedule delivered by Danixx X. Xxxxxxx, Xx. xxx CSI to Buyer on the date hereof and initialed by the parties hereto (the "CSI Disclosure Schedule"). The CSI Disclosure Schedule will be arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in Exhibit 3.2. The CSI Disclosure Schedule constitutes an exception to each warranty or representation set forth in Exhibit 3.2, whether or not such warranty or representation specifically refers to the CSI Disclosure Schedule, accordingly each warranty or representation set forth in Exhibit 3.2 is deemed to be preceded by the clause: "Except as set forth in the CSI Disclosure Schedule..."
Danixx X. Xxxxxxx, Xx. xxx Investments, jointly and severally, and Yvetxx Xxxxxxx xxx Investments, jointly and severally, represent and warrant to Buyer that the statements contained in Exhibit 3.4 attached hereto are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date and the Escrow Closing Date (as though made then and as though such dates were substituted for the date of this Agreement throughout Exhibit 3.4), except as otherwise set forth in the disclosure schedule delivered by Danixx X. Xxxxxxx, Xx., Xxetxx Xxxxxxx xxx Investments to Buyer on the date hereof and initialed by the parties hereto (the "Investments Disclosure Schedule"). The Investments Disclosure Schedule will be arranged in sections and paragraphs corresponding to the lettered and numbered sections and paragraphs contained in Exhibit 3.4. The representations of Danixx X. Xxxxxxx, Xx. xxx Yvetxx Xxxxxxx xxx made severally and each of them is not making any representation or warranty regarding any other Seller. The Investments Disclosure Schedule constitutes an exception to each warranty or representation set forth in Exhibit 3.4, whether or not such warranty or representation specifically refers to the Investments Disclosure Schedule, accordingly each warranty or representation set forth in Exhibit 3.4 is deemed to be preceded by the clause: "Except as set forth in the Investments Disclosure Schedule..."
Danixx X. Xxxt's personal Lexus automobile;
Danixx X. Xxxxxxxx xxx Chae X. Xxx xxxll each have executed an Employment Agreement, in the forms of which are attached hereto as EXHIBIT C-1 and EXHIBIT C-2, respectively.
Danixx X. Xxxxxxx, X.C., trademark counsel for the Company, shall have furnished to the Representatives their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, in the form of Annex D hereto.
Danixx X. Xxxxxxxxxx....................................... J.
Danixx X. Xxxx'x xersonal Lexus automobile;
Danixx X
