Common use of Film Assets Clause in Contracts

Film Assets. (i) Section 3.01(r) of the Company Disclosure Letter accurately identifies in all material respects all Film Rights, including the applicable media, territory and term of such rights. All such Film Rights shall herein be collectively referred to as the “Film Distribution Rights”). (ii) To the Company’s Knowledge, no Film Distribution Rights, nor any of the literary, dramatic or musical material contained in any Film or upon which any Film is based, nor the exercise by any authorized person or entity of any right granted to such authorized person or entity by the Company or any of its Subsidiaries in connection therewith (x) infringes upon any Intellectual Property Right or any literary, dramatic, music, artistic, personal, private, civil, contract or property right or rights of privacy or any other right, whether tangible or intangible, of any person, or (y) contains any element or material which in any manner constitutes a libel, slander or other defamation of any person. (iii) To the Company’s Knowledge, no actions or proceedings have heretofore been asserted and as of the date of the Original Agreement none are currently pending, or to the Knowledge of the Company, threatened relating to the Film Distribution Rights. (iv) As of the date of the Original Agreement, except for customary guild residuals, performing rights society payments, contingent compensation and music publishing and clearance fees for digital downloads of audio and video products, and any amounts reflected on the Company’s Financial Statements, there are no material sums due to any person in connection with the Film Distribution Rights. (v) The Company has no Knowledge that any Licensor has failed to take commercially reasonable steps consistent with customary industry standards, to protect, confirm, register, maintain, police and enforce the Film Distribution Rights; (vi) Except as set forth on Section 3.01(r) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any executory obligations relating to (x) any minimum theatrical prints and advertising spend and/or release obligations (i.e., minimum number of screens, markets and/or release dates) for any Film or (y) any non-contingent payment guarantee relating to any Film. (vii) To the Company’s Knowledge, the Licensor of each Film has or will validly copyright and register such Film for copyright in the United States of America and may similarly register and/or protect such Film in the jurisdictions in which the Company or its Subsidiaries possess Film Rights with respect to such Film to the maximum extent that the laws of such jurisdictions provide for such registration and/or protection. (viii) The Company and its Subsidiaries have not done or failed to do, any act which materially limits, impairs or encumbers the Company’s or any of its Subsidiaries’ full enjoyment of the Film Distribution Rights (subject to the terms of any respective distribution agreements respecting such Films and the Film Distribution Rights), except for such actions that would not materially affect the Film Distribution Rights in the aggregate. (ix) None of the transactions contemplated by this Agreement shall result in the termination of or adversely affect any material amount or number of Film Distribution Rights. (x) To the Company’s Knowledge, the Company Disclosure Letter sets forth a true, correct and complete list of the locations of all of the Elements necessary or required to exploit the Film Distribution Rights. With respect to each Film, the Elements owned, leased, licensed or controlled by the Company and its Subsidiaries respecting such Film are sufficient to produce copies, prints, video products and other reproductions necessary or required for exploitation of the Film Rights with respect to such Film. (xi) To the Company’s Knowledge, the Section 3.01(r) of the Company Disclosure Letter includes a complete list of any Films for which principal photography or post-production has commenced, or that have been completed and/or acquired, but not commercially exploited, whether being produced by the Company or any of its Subsidiaries or whether the Company or any of its Subsidiaries is contractually obligated or entitled, to acquire rights in such Film from a Licensor and any Films that are being developed, produced or acquired by or on behalf of the Company or any of its Subsidiaries for which principal photography has yet to commence, regardless of the stage of development of such work or project. (xii) All material sums due any performance guilds in connection with the Films and the exploitation of the Film Distribution Rights (including without limitation, contingent compensation and residuals) have, to the Knowledge of the Company, been paid in full or the Company has established adequate reserves for the payment of such material obligations (which reserves are reflected in the Company SEC Documents or the Company Disclosure Letter).

Film Assets. (i) Section 3.01(r) of the Company Disclosure Letter accurately identifies in all material respects all Film Rights, including the applicable media, territory and term of such rights. All such Film Rights shall herein be collectively referred to as the “Film Distribution Rights”). (ii) To the Company’s Knowledge, no Film Distribution Rights, nor any of the literary, dramatic or musical material contained in any Film or upon which any Film is based, nor the exercise by any authorized person or entity of any right granted to such authorized person or entity by the Company or any of its Subsidiaries in connection therewith (x) infringes upon any Intellectual Property Right or any literary, dramatic, music, artistic, personal, private, civil, contract or property right or rights of privacy or any other right, whether tangible or intangible, of any person, or (y) contains any element or material which in any manner constitutes a libel, slander or other defamation of any person. (iii) To the Company’s Knowledge, no actions or proceedings have heretofore been asserted and as of the date of the Original Agreement hereof none are currently pending, or to the Knowledge of the Company, threatened relating to the Film Distribution Rights. (iv) As of the date of the Original Agreementhereof, except for customary guild residuals, performing rights society payments, contingent compensation and music publishing and clearance fees for digital downloads of audio and video products, and any amounts reflected on the Company’s Financial Statements, there are no material sums due to any person in connection with the Film Distribution Rights. (v) The Company has no Knowledge that any Licensor has failed to take commercially reasonable steps consistent with customary industry standards, to protect, confirm, register, maintain, police and enforce the Film Distribution Rights;. (vi) Except as set forth on Section 3.01(r) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any executory obligations relating to (x) any minimum theatrical prints and advertising spend and/or release obligations (i.e., minimum number of screens, markets and/or release dates) for any Film or (y) any non-contingent payment guarantee relating to any Film. (vii) To the Knowledge of the Company’s Knowledge, the Licensor of each Film has or will validly copyright and register such Film for copyright in the United States of America and may similarly register and/or protect such Film in the jurisdictions in which the Company or its Subsidiaries possess Film Rights with respect to such Film to the maximum extent that the laws of such jurisdictions provide for such registration and/or protection. (viii) The Company and its Subsidiaries have not done or failed to do, any act which materially limits, impairs or encumbers the Company’s or any of its Subsidiaries’ full enjoyment of the Film Distribution Rights (subject to the terms of any respective distribution agreements respecting such Films and the Film Distribution Rights), except for such actions that would not materially affect the Film Distribution Rights in the aggregate. (ix) None of the transactions contemplated by this Agreement shall result in the termination of or adversely affect any material amount or number of Film Distribution Rights. (x) To the Knowledge of the Company’s Knowledge, the Company Disclosure Letter sets forth a true, correct and complete list of the locations of all of the Elements necessary or required to exploit the Film Distribution Rights. With respect to each Film, the Elements owned, leased, licensed or controlled by the Company and its Subsidiaries respecting such Film are sufficient to produce copies, prints, video products and other reproductions necessary or required for exploitation of the Film Rights with respect to such Film. (xi) To the Knowledge of the Company’s Knowledge, the Section 3.01(r) of the Company Disclosure Letter includes a complete list of any Films for which principal photography or post-production has commenced, or that have been completed and/or acquired, but not commercially exploited, whether being produced by the Company or any of its Subsidiaries or whether the Company or any of its Subsidiaries is contractually obligated or entitled, to acquire rights in such Film from a Licensor and any Films that are being developed, produced or acquired by or on behalf of the Company or any of its Subsidiaries for which principal photography has yet to commence, regardless of the stage of development of such work or project. (xii) All material sums due any performance guilds in connection with the Films and the exploitation of the Film Distribution Rights (including without limitation, contingent compensation and residuals) have, to the Knowledge of the Company, been paid in full or the Company has established adequate reserves for the payment of such material obligations (which reserves are reflected in the Company SEC Documents or the Company Disclosure Letter).

Film Assets. (i) Section 3.01(r) of the Company Disclosure Letter accurately identifies in all material respects all Film Rights, including the applicable media, territory and term of such rights. All such Film Rights shall herein be collectively referred to as the “Film Distribution Rights”). (ii) To the Company’s Knowledge, no Film Distribution Rights, nor any of the literary, dramatic or musical material contained in any Film or upon which any Film is based, nor the exercise by any authorized person or entity of any right granted to such authorized person or entity by the Company or any of its Subsidiaries in connection therewith (x) infringes upon any Intellectual Property Right or any literary, dramatic, music, artistic, personal, private, civil, contract or property right or rights of privacy or any other right, whether tangible or intangible, of any person, or (y) contains any element or material which in any manner constitutes a libel, slander or other defamation of any person. (iii) To the Company’s Knowledge, no actions or proceedings have heretofore been asserted and as of the date of the Original Agreement hereof none are currently pending, or to the Knowledge of the Company, threatened relating to the Film Distribution Rights. (iv) As of the date of the Original Agreementhereof, except for customary guild residuals, performing rights society payments, contingent compensation and music publishing and clearance fees for digital downloads of audio and video products, and any amounts reflected on the Company’s Financial Statements, there are no material sums due to any person in connection with the Film Distribution Rights. (v) The Company has no Knowledge that any Licensor has failed to take commercially reasonable steps consistent with customary industry standards, to protect, confirm, register, maintain, police and enforce the Film Distribution Rights; (vi) Except as set forth on Section 3.01(r) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has any executory obligations relating to (x) any minimum theatrical prints and advertising spend and/or release obligations (i.e., minimum number of screens, markets and/or release dates) for any Film or (y) any non-contingent payment guarantee relating to any Film. (vii) To the Knowledge of the Company’s Knowledge, the Licensor of each Film has or will validly copyright and register such Film for copyright in the United States of America and may similarly register and/or protect such Film in the jurisdictions in which the Company or its Subsidiaries possess Film Rights with respect to such Film to the maximum extent that the laws of such jurisdictions provide for such registration and/or protection. (viii) The Company and its Subsidiaries have not done or failed to do, any act which materially limits, impairs or encumbers the Company’s or any of its Subsidiaries’ full enjoyment of the Film Distribution Rights (subject to the terms of any respective distribution agreements respecting such Films and the Film Distribution Rights), except for such actions that would not materially affect the Film Distribution Rights in the aggregate. (ix) None of the transactions contemplated by this Agreement shall result in the termination of or adversely affect any material amount or number of Film Distribution Rights. (x) To the Knowledge of the Company’s Knowledge, the Company Disclosure Letter sets forth a true, correct and complete list of the locations of all of the Elements necessary or required to exploit the Film Distribution Rights. With respect to each Film, the Elements owned, leased, licensed or controlled by the Company and its Subsidiaries respecting such Film are sufficient to produce copies, prints, video products and other reproductions necessary or required for exploitation of the Film Rights with respect to such Film. (xi) To the Knowledge of the Company’s Knowledge, the Section 3.01(r) of the Company Disclosure Letter includes a complete list of any Films for which principal photography or post-production has commenced, or that have been completed and/or acquired, but not commercially exploited, whether being produced by the Company or any of its Subsidiaries or whether the Company or any of its Subsidiaries is contractually obligated or entitled, to acquire rights in such Film from a Licensor and any Films that are being developed, produced or acquired by or on behalf of the Company or any of its Subsidiaries for which principal photography has yet to commence, regardless of the stage of development of such work or project. (xii) All material sums due any performance guilds in connection with the Films and the exploitation of the Film Distribution Rights (including without limitation, contingent compensation and residuals) have, to the Knowledge of the Company, been paid in full or the Company has established adequate reserves for the payment of such material obligations (which reserves are reflected in the Company SEC Documents or the Company Disclosure Letter).