Distributor’s Assumption Agreement Sample Clauses

Distributor’s Assumption Agreement. (a) If the Producer, its successors and assigns, licenses, sells, disposes or otherwise conveys any distribution rights in a Production produced under the Agreement, the Producer shall use its best efforts to obtain a Distributor’s Assumption Agreement. In respect of any outright valid sale or conveyance hereunder (i.e. a disposition, the terms of which, do not include a requirement to report revenue to a Producer), a Distributor’s Assumption Agreement is a condition precedent to said sale or conveyance. The said agreement shall be in the form attached as Schedule 13. (b) Upon seeking the approval of the District Council to an assignment, licence, sale, disposition or conveyance of distribution rights, the Producer shall also provide to the District Council such information and material pertaining to the distributor as the District Council may reasonably require, including but not limited to, the financial status, the individual principals and directors of the distributor, and the conditions of the agreement of purchase and sale. (c) The Producer shall not be relieved of any of its obligations for payments due under the Agreement, unless the distributor to whom the distribution rights have been sold, assigned, or otherwise disposed of assumes the obligations for such payments by a Distributor’s Assumption Agreement in the form contained in Schedule 13, and the District Council approves the assumption in writing. The District Council’s approval shall not be unreasonably withheld.
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Distributor’s Assumption Agreement. In consideration of the execution of a DISTRIBUTION AGREEMENT between (“Employer”) and the undersigned Distributor, Distributor agrees that the motion picture presently entitled (the “Picture”) is subject to the Directors Guild of America Basic Agreement of 2017 covering theatrical motion pictures and particularly to the provisions of Articles 18 and 19 and Sideletter No. 15 thereof (strike those of the following clauses (1), (2) or (3) which are not applicable):
Sample 1
Distributor’s Assumption Agreement. (a) If the Producer, its successors and assigns, licenses, sells, disposes or otherwise conveys any distribution rights in a Production produced under the Agreement, the Producer shall use its best efforts to obtain a Distributor’s Assumption Agreement. In respect of any outright valid sale or conveyance hereunder (i.e. a disposition, the terms of which, do not include a requirement to report revenue to a Producer), a Distributor’s Assumption Agreement is a condition precedent to said sale or conveyance. The said agreement shall be in the form attached as Schedule 13. (b) Upon seeking the approval of the District Council to an assignment, licence, sale, disposition or conveyance of distribution rights, the Producer shall also provide to the District Council such information and material pertaining to the distributor as the District Council may reasonably require, including but not limited to, the financial status, the individual principals and directors of the distributor, and the conditions of the agreement of purchase and sale.
Sample 1
Distributor’s Assumption Agreement. In consideration of the execution of a DISTRIBUTION AGREEMENT between _______________________________ ("Employer") and the undersigned Distributor, Distributor agrees that the motion picture presently entitled __________________________________________________ __________________________________________________ (the "Picture") is subject to the Directors Guild of America Basic Agreement of 2008 covering theatrical motion pictures and particularly to the provisions of Articles 18 and 19 thereof (strike those of the following clauses (1) or (2) which are not applicable):
Sample 1
Distributor’s Assumption Agreement. In consideration of the execution of a DISTRIBUTION AGREEMENT between ("Producer") and the undersigned Distributor, Distributor agrees that the motion picture presently entitled (the "Picture") is subject to the Producer–Screen Actors Guild Codified Basic Agreement of 2005, 2001 (including the Extension Agreement dated July 1, 2004), 1998, 1995, 1992, 1989, 1986, 1983 or 1980 (strike those which are not applicable) ("Basic Agreement") covering theatrical motion pictures and particularly to the provisions of (strike those of the following clauses (1), (2) or
Sample 1
Distributor’s Assumption Agreement. If the Producer, its successors and assigns, licences, sells, disposes or otherwise conveys any distribution rights in a program produced under this Agreement, the Producer shall use its best efforts to obtain an executed Distributor’s Assumption Agreement. In respect of any outright sale or conveyance hereunder, a disposition, the terms of which, do not include a requirement to report revenue to a Producer) a fully-executed Distributor’s Assumption Agreement with the applicable is a condition precedent to such sale or conveyance. The Distributor’s The Writers Guild of Canada Independent Production Agreement (IPA) Page of Assumption Agreement shall be in the form attached as Appendix Upon seeking the approval of the Guild to an assignment, licence, sale, disposition of conveyance of distribution rights, the Producer shall also provide to the Guild such information and material pertaining to the Distributor, as the Guild may reasonably require, including but not limited to, the financial status, the individual principals and directors of the Distributor, and the conditions of the agreement which licenses, sells, disposes or otherwise conveys the applicable distribution rights. The Producer shall not be relieved of any of its obligations for payments due under the Agreement, unless the distributor to whom the distribution rights have been licensed, sold, assigned, or otherwise disposed of (the Distributor) assumes the obligations for such payments by a Distributor's Assumption Agreement in the form contained in Appendix and the Guild approves the assumption in writing. The Guild's approval shall not be unreasonably withheld.
Sample 1
Distributor’s Assumption Agreement. Without limitation to clauses 39A.2(a), 39A.2(d), 39A.3(a) ,30A.3(c) and 39F(a) the Producer must use best endeavours to procure that the distributor(s) controlling the US Network Television Rights, North American Free Television Rights (other than US Network), North American Pay Television Rights and/or North American Ancillary Rights referred to in clause 39A.2 and 39A.3 (“Relevant North American Distributor”) enters into a Distributor Assumption Agreement in the form of Appendix 4, pursuant to which the Relevant North American Distributor agrees to assume the obligations of the Producer to pay US Network Residual Fees and/or the North American Residual Fees (as applicable).
Sample 1
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Distributor’s Assumption Agreement. In consideration of the execution of a Distribution Agreement between
Sample 1
Distributor’s Assumption Agreement. If the Producer, its successors and assigns, licences, sells, disposes or otherwise conveys any distribution rights in a program produced under this Agreement, the Producer shall use its best efforts to obtain an executed Distributor’s Assumption Agreement. In respect of any outright sale or conveyance hereunder, (i.e. a disposition, the terms of which, do not include a requirement to report revenue to a Producer) a fully-executed Distributor’s Assumption Agreement with the applicable is a condition precedent to such sale or conveyance. The Distributor’s Assumption Agreement shall be in the form attached as Appendix Upon seeking the approval of the Guild to an assignment, licence, sale, disposition of conveyance of distribution rights, the Producer shall also provide to the Guild such information and material pertaining to the Distributor, as the Guild may reasonably require, including but not limited to, the financial status, the individual principals and directors of the Distributor, and the conditions of the agreement which licenses, sells, disposes or otherwise conveys the applicable distribution rights. The Producer shall not be relieved of any of its obligations for payments due under the Agreement, unless the distributor to whom the distribution rights have been licensed, sold, assigned, or otherwise disposed of (the Distributor) assumes the obligations for such payments by a Distributor’s Assumption Agreement in the form contained in Appendix and the Guild approves the assumption in writing. The Guild’s approval shall not be unreasonably withheld. A1201 Seventy-five percent (75%) of Story Editors’ or Story Consultants’ Gross Fees as set out in Article A807 are subject to the payments and deductions set out in this A1202 The Producer shall assist in defraying the cost of administering the terms of this Agreement by paying as an administration fee the following percentage of Gross Fees: If the Producer is a Member in Good of the or the and as of the date of the remittance of the fee, (which membership in good standing shall be confirmed by the by written notice), to a maximum of per production or episode to the Guild, and to a maximum of per production (Feature, Television Movie, Pilot, etc.) or per episode Series directly to the If the Producer is a Member in Good Standing of the but not the as of the date of the remittance of the fee, (which membership in good standing shall be confirmed by the by written notice), to a maximum of per production or ...
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Related to Distributor’s Assumption Agreement

  • Assumption Agreements In the event that any assumption agreement or substitution of liability agreement is entered into with respect to any Mortgage Loan subject to this Agreement in accordance with the terms and provisions of the Pooling and Servicing Agreement, the Master Servicer shall notify the Custodian that such assumption or substitution agreement has been completed by forwarding to the Custodian the original of such assumption or substitution agreement, which copy shall be added to the related Custodial File and, for all purposes, shall be considered a part of such Custodial File to the same extent as all other documents and instruments constituting parts thereof.

  • Assumption Agreement The Buyer shall have executed and delivered to the Seller the Assumption Agreement.

  • SUB-CONTRACTING AND ASSIGNMENT 18.1 Subject to clause 18.3, neither party shall assign, novate, subcontract or otherwise dispose of any or all of its rights and obligations under this agreement without the prior written consent of the other party, neither may the Supplier sub-contract the whole or any part of its obligations under this agreement except with the express prior written consent of the Authority, such consent not to be unreasonably withheld. 18.2 In the event that the Supplier enters into any Sub-Contract in connection with this agreement it shall: (a) remain responsible to the Authority for the performance of its obligations under the agreement notwithstanding the appointment of any Sub-Contractor and be responsible for the acts omissions and neglects of its Sub-Contractors; (b) impose obligations on its Sub-Contractor in the same terms as those imposed on it pursuant to this agreement and shall procure that the Sub-Contractor complies with such terms; and (c) provide a copy, at no charge to the Authority, of any such Sub-Contract on receipt of a request for such by the Authority’s Authorised Representative. 18.3 The Authority shall be entitled to novate (and the Supplier shall be deemed to consent to any such novation) the agreement to any other body which substantially performs any of the functions that previously had been performed by the Authority.

  • Interconnection Agreement Seller shall comply with the terms and conditions of the Interconnection Agreement.

  • Assumption and Modification Agreements When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any “due-on-sale” clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if (i) the “due-on-sale” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law or (ii) the Servicer reasonably believes that to permit an assumption of the Mortgage Loan would not materially and adversely affect the interest of the Noteholders. In such event, the Servicer shall enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the mortgage documents, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. The Mortgage Loan, if assumed, shall conform in all respects to the requirements and representations and warranties of this Agreement. The Servicer shall notify the Indenture Trustee that any applicable assumption or substitution agreement has been completed by forwarding to the Indenture Trustee the original copy of such assumption or substitution agreement, which copy shall be added by the Indenture Trustee to the related Indenture Trustee’s Mortgage File and which shall, for all purposes, be considered a part of such Indenture Trustee’s Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for promptly recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the required monthly payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding Principal Balance of such Mortgage Loan shall not be changed, the Mortgage Interest Rate shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

  • Successors; Binding Agreement, Assignment (a) The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business of the Company, by agreement to expressly, absolutely and unconditionally assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a material breach of this Agreement and shall entitle the Executive to terminate the Executive’s employment with the Company or such successor for Good Reason immediately prior to or at any time after such succession. Upon and following the assumption of this Agreement by a successor, “Company,” as used in this Agreement, shall mean (i) the Company (as defined above), and (ii) any successor to all the stock of the Company or to all or substantially all of the Company’s business or assets which executes and delivers an agreement provided for in this Section 13(a) or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law, including any parent or subsidiary of such a successor. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributes, devisees and legatees. If the Executive should die while any amount would be payable to the Executive hereunder if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s estate or designated beneficiary. Neither this Agreement nor any right arising hereunder may be assigned or pledged by the Executive.

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Assumption of Agreement Employer shall require any Successor thereto, by agreement in form and substance reasonably satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place. Failure of Employer to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from Employer in the same amount and on the same terms as Executive would be entitled hereunder if Employer had terminated Executive’s employment Without Cause as described in Section 7, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

  • Indemnification and Assumption of Risk – Vendor Data VENDOR AGREES THAT IT IS VOLUNTARILY PROVIDING DATA (INCLUDING BUT NOT LIMITED TO: VENDOR INFORMATION, VENDOR DOCUMENTATION, VENDOR’S PROPOSALS, VENDOR PRICING SUBMITTED OR PROVIDED TO TIPS, TIPS CONTRACT DOCUMENTS, TIPS CORRESPONDENCE, VENDOR LOGOS AND IMAGES, VENDOR’S CONTACT INFORMATION, VENDOR’S BROCHURES AND COMMERCIAL INFORMATION, VENDOR’S FINANCIAL INFORMATION, VENDOR’S CERTIFICATIONS, AND ANY OTHER VENDOR INFORMATION OR DOCUMENTATION, INCLUDING WITHOUT LIMITATION SOFTWARE AND SOURCE CODE UTILIZED BY VENDOR, SUBMITTED TO TIPS BY VENDOR AND ITS AGENTS) (“VENDOR DATA”) TO TIPS. FOR THE SAKE OF CLARITY, AND WITHOUT LIMITING THE BREADTH OF THE INDEMNITY OBLIGATIONS IN SECTION 14 ABOVE, VENDOR AGREES TO PROTECT, INDEMNIFY, AND HOLD THE TIPS INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, ACTIONS, DEMANDS, ALLEGATIONS, SUITS, JUDGMENTS, COSTS, EXPENSES, FEES, INCLUDING COURT COSTS, ATTORNEY’S FEES, AND EXPERT FEES AND ALL OTHER LIABILITY OF ANY NATURE WHATSOEVER ARISING OUT OF OR RELATING TO: (I) ANY UNAUTHORIZED, NEGLIGENT OR WRONGFUL USE OF, OR CYBER DATA BREACH INCIDENT AND VIRUSES OR OTHER CORRUPTING AGENTS INVOLVING, VENDOR’S DATA, PRICING, AND INFORMATION, COMPUTERS, OR OTHER HARDWARE OR SOFTWARE SYSTEMS, AND; (II) ALLEGATIONS OR CLAIMS THAT ANY VENDOR DATA INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY OR VENDOR.

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