Definition of Subject Claims Sample Clauses

Definition of Subject Claims. “Subject Claims” means any and all past, present or future claims or causes of action of any nature by Marvel and/or any of its Affiliates against SPE and/or any of its Affiliates and any and all past, present or future claims or causes of action of any nature by SPE and/or any of its subsidiaries against Marvel and/or any of its Affiliates which arise out of or relate to any then-existing or previously existing contractual or business relationship between any Marvel Affiliate and any SPE Affiliate entered into at any time prior to the date of such dispute (including without limitation any such agreement or business relationship entered into after the date of this Agreement but prior to the applicable dispute), or otherwise arising out of or relating to actions or inactions taken by any Affiliate of SPE under color of authority purportedly granted by SPE in connection with rights granted by Marvel to SPE under any such then-existing or former agreement. For example, a claim by Marvel against Sony Electronics or Sony Corporation of America alleging fraud, conspiracy, inducing breach, copyright infringement or trademark infringement with respect to Spider-Man, Ghost Rider, Xxxx Xxxx or other intellectual property with respect to which, as of the date when the dispute arises, there is any then-existing or former agreement or business relationship between any Marvel Affiliate and any SPE Affiliate, or otherwise arising out of or relating to actions or inactions taken by any Affiliate of SPE under color of authority purportedly granted by SPE in connection with rights granted by Marvel to SPE under any such then-existing or former agreement, would constitute a Subject Claim. On the other hand, a claim by Marvel against any SPE Affiliate for copyright infringement with respect to Captain America would not constitute a Subject Claim if, as of the date of the applicable claim, Marvel had never entered into any agreement or business relationship with any SPE Affiliate with respect to Captain America. For purposes of this provision, “Affiliate(s) shall mean an entity which controls, is controlled by, or is under common control with Marvel or SPE, as applicable. Agreement to Arbitrate Notwithstanding any contrary provision in any agreements of any kind or nature whatsoever between SPE and Marvel, all Subject Claims shall be resolved solely by mandatory, binding, confidential, private arbitration under the rules and auspices of the Judicial Arbitration and Mediation S...
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