Distribution and Exploitation. (i) The Master Distributor shall contract with Subdistributors (including the Studio Distributor pursuant to each Studio Distribution Agreement) to exploit the Film Rights to all Completed Films in accordance with the terms of the MVL License Agreement. Except as otherwise expressly provided herein, the Master Distributor shall have complete and exclusive discretion and control (which it shall exercise in accordance with its customary business practices and in good faith) as to the time, manner, terms and extent of distribution, exhibition and exploitation of the Film Rights for each Completed Film, in accordance with such policies, terms and conditions and through such Persons as the Master Distributor in its business judgment (which it shall make in accordance with its customary business practices and in good faith) may determine proper or expedient. The Master Distributor shall perform all of its obligations under each Distribution Agreement as and when required pursuant to the terms thereof. Without limiting the foregoing, the Master Distributor shall, with respect to each Motion Picture distributed by Paramount, (A) give notice to Paramount of the commencement of the “Exclusive Negotiation Period” under, and as defined in, Section 3(B) of the Paramount Agreement, with respect to such Motion Picture, as and when commercially reasonable to do so, (B) provide Paramount with all information regarding Participations and Residuals in connection with the Reserved Territories described in Section 12 of the Paramount Agreement, and (C) provided it elects to have Paramount distribute such Motion Picture, notify Paramount pursuant to Section 2.B of the Paramount Agreement of its election that such Motion Picture be distributed by Paramount under the Paramount Agreement, and provide a copy of such notice to the Control Party. The Master Distributor shall take actions corresponding to (A) through (C) above with respect to Distribution Agreements entered into with Studio Distributors other than Paramount, if applicable. The Theatrical Distribution of each Completed Film in the United States and the other Geographical Territories shall be a “wide release” (as such term is defined in the Paramount Agreement). The Home Video Distribution of each Completed Film shall be on a simultaneous sell-through and rental basis. The Theatrical Distribution and the Home Video Distribution of each Completed Film in the United States shall be through a Major Studio.
(ii) Prior to th...
Distribution and Exploitation a. The parties will mutually approve all agreements for the distribution, exhibition or other exploitation of productions hereunder, as well as the identity of the licensee/network/studio/distributor (each a “Buyer”).
b. All proceeds from the distribution of productions will be split equally between TTS and Cartel, after recoupment of production costs (and any other costs incurred by either or both parties in connection with the development, production or marketing of any production).
c. Cartel will use its reasonable best efforts to cause TTS to retain merchandising rights in each production, subject to the approval of the applicable Buyer and to the negotiation in good faith of the terms on which TTS will exploit such rights.
d. In the event that the parties do not enter into an agreement with a Buyer for a Project, then all rights in and to such Project will revert back to the original party who brought the Project subject to the co-ownership of any mutually created materials for the Project which may not be exploited without the mutual consent of the parties.
Distribution and Exploitation. Fox shall have complete, exclusive and ----------------------------- unqualified discretion and control as to the time, manner and terms of distribution, exhibition and exploitation of any Program in accordance with such policies, terms and conditions and through such Parties as Fox in its sole business judgment may determine proper or expedient. Fox makes no express or implied warranty or representation as to the manner or extent of any distribution or exploitation of any Program, nor the amount of money to be derived therefrom or expended in connection therewith. Fox does not guarantee the performance of any Party in connection with the distribution or exploitation of any Program.
Distribution and Exploitation. Except as otherwise specifically set forth ----------------------------- in this Distribution Agreement, the Sponsor Agreement and the relevant Film Purchase Agreement, Distributor shall have complete, exclusive and unqualified discretion and control as to the time, manner and terms of distribution, exhibition and exploitation of each of the Pictures, separately or in connection with other motion pictures, in accordance with such policies, terms and conditions and through such parties as Distributor in its sole business judgment may determine proper or expedient and the decision of Distributor in all such matters shall be binding and conclusive upon Investors. Subject to the Sponsor Agreement and to the provisions hereinafter set forth, Distributor makes no express or implied warranty or representation as to the manner or extent of any distribution or exploitation of the Pictures nor the amount of money to be derived from the distribution, exhibition and exploitation of the Pictures nor as to the maximum or minimum amount of monies to be expended in connection therewith. Distributor does not guarantee the performance by any unaffiliated subdistributor, licensee or exhibitor of any contract regarding the distribution and exploitation of the Pictures.
Distribution and Exploitation. WHV shall have sole discretion: (i) to determine the parties, sale price, and all other terms of each agreement, if any, entered into by WHV for the exploitation of Homevideo Rights and Incidental Rights; (ii) to settle any claim with respect to any such agreement, any Devices, or the Homevideo Rights and Incidental Rights; (iii) to distribute free or promotional Devices; and (iv) to destroy or erase Devices. WHV shall consult with Grantor regarding the marketing of the Pictures, with WHV's decisions as to marketing final. WHV makes no representation or warranty with respect to WHV's efforts in connection with the exploitation of Homevideo Rights and Incidental Rights or that such exploitation will result in any minimum amount of Amounts Payable.
Distribution and Exploitation. The Buyer and the Surviving Corporation shall have complete, exclusive and unqualified Control of the distribution, marketing, advertising, publicizing, exhibition, exploitation and other disposition of each The Punisher and Havana Nights: Dirty Dancing 2, directly or by any Subsidiary or Affiliate, or other Person, in all media throughout the world in perpetuity, in accordance with such sales methods, plans, patterns, programs, policies, terms and conditions as either the Buyer or the Surviving Corporation in its sole business judgment may determine proper or expedient. The enumeration of the following rights or distribution and exploitation shall in no way limit the generality or effect of the foregoing:
Distribution and Exploitation. (a) Fox's Obligations to Saban: --------------------------
(i) Limitations on Home Video Distribution Expenses: Home Video ----------------------------------------------- Distribution Expenses shall not include any allocation of costs of Fox's overhead (including rent and employee salaries for marketing, sales, credit evaluation and manufacturing supervision services) without Saban's advance written permission. All costs and expenses paid or incurred by Fox or a Fox Home Video Distributor in transactions with Fox's affiliates shall be reasonable and customary and shall not exceed the amount generally paid (or which would be paid) by unrelated third Parties for similar goods and services.
(ii) Release Decisions/Release Dates: Fox and Saban may each propose ------------------------------- Programs to be released hereunder, but Saban shall have no obligation to make any particular Program available for release hereunder. After mutual consultation, Fox shall submit release proposals (including proposed Initial Release Dates) to Saban. Saban shall approve or disapprove such release proposal within 10 business days following submission to Saban. In the event Saban fails to approve or disapprove such release proposal within such period, the release proposal shall be deemed approved. Approvals hereunder shall not be unreasonably withheld. Any Program release of which is approved by Saban hereunder shall be referred to as an "APPROVED PROGRAM".
Distribution and Exploitation. PEC will have the right, as it may determine in its sole discretion, (i) to determine the suggested retail price of Videogram units of each Video, (ii) to determine the parties, consideration and all other terms and conditions of any agreement entered into by PEC for the exploitation of the Rights Granted; (iii) to settle any claim with respect to any such agreement or the Rights Granted; and (iv) to distribute free or promotional Videograms and to erase or destroy Videogram.
Distribution and Exploitation. CBS/FOX shall have complete control of the distribution, exhibition, exploitation and other disposition of Licensed Video Recordings directly or by any Licensee, in accordance with such sales methods, plans, programs, policies, terms and conditions as CBS/FOX in its sole discretion may determine proper. The decision of CBS/FOX in all such manners shall be final and conclusive. CBS/FOX shall have the right to exploit Licensed Video Recordings as part of a package, by means of Direct Mail Distribution, on a free, bonus or no-charge basis, and/or as part of sales incentives or premium plans.
Distribution and Exploitation
