Library Rights. (a) As between (i) GE and its Subsidiaries (other than any NBCU Entity) on the one hand, and (ii) any NBCU Entity on the other hand, any and all rights in and to the Library (and any databases relating thereto) are held by the NBCU Entities (rather than by GE or any of its other Subsidiaries).
(b) All Exploitation Agreements entered into by a NBCU Transferor or NBCU Entity pursuant to which a NBCU Transferor or a NBCU Entity has granted any third party any right to Exploit any material portions of the Library or its components have been entered into in the ordinary course of business.
(c) None of the NBCU Transferors or the NBCU Entities have received (nor does NBCU have any Knowledge that the NBCU Transferors or the NBCU Entities will receive) from any registration or filing office of requisite authority in any jurisdiction, any notice from any third party terminating or purporting to terminate copyright assignments pursuant to 17 U.S.C § 203 or § 304 or their foreign equivalents and relating to the Programs.
(d) An original negative or master of each of the Library Pictures currently being Exploited has been properly stored, in each case in accordance with standards customarily applied by major theatrical, television and home video distributors, as applicable, or the NBCU Transferors or the NBCU Entities has access to printable elements of such Library Pictures. Such original negatives, masters or printable elements are, in all material respects, in a commercially reasonable condition. Section 3.19(d) of the NBCU Disclosure Letter sets forth, as of the date hereof, a list, which is true and complete in all material respects, of the physical locations of such original negatives, masters, or printable elements, and to the extent such physical locations are owned or controlled by third parties, the NBCU Transferors and the NBCU Entities are party to customary access agreements.
(e) The Library Tangible Assets for the Programs are stored and maintained in all material respects in accordance with standard industry practices for the use and preservation of such materials, and the NBCU Entities have customary access thereto sufficient to Exploit the Programs.
Library Rights. (a) Schedule 3.14(a) sets forth a list of all Library Pictures, which is true and complete in all material respects. The Company or one or more of the Company Subsidiaries owns, is licensed or otherwise possesses any part or all of the copyrights therein or otherwise has exploitative rights in the Library Pictures in the territories, for the terms and in the forms of media reflected in Schedule 3.14(a).
(b) Schedule 3.14(b) sets forth a true and complete list in all material respects of the following information as of the date hereof with respect to copyrights registered (or for which application for registration has been filed) with the United States Copyright Office relating to the Library Pictures owned by the Company or any of the Company Subsidiaries: (i) owner(s) of record; (ii) year of copyright registration (or filing date of the application for registration if registration is not yet complete) and, if applicable, renewal; and (iii) copyright registration numbers and, if applicable, renewal numbers. All copyrights owned by the Company or the Company Subsidiaries with respect to the Library Pictures have been duly registered or applied for, as the case may be, in the United States Copyright Office and are valid and subsisting in the United States, except where the failure to be so valid and subsisting would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. With respect to all of the Library Pictures as to which rights of exploitation have been licensed to the Company or any of the Company Subsidiaries, (x) to the best of the Company's knowledge, the Person granting the respective license thereof to the Company or any of the Company Subsidiaries holds or has applied for, as the case may be, a duly registered copyright on such Library Picture and (y) to the best of the Company's knowledge, all of the copyrights referred to in clause (x) above are valid and subsisting, except where the failure to be so valid and subsisting would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There are no Liens or lawsuits, whether pending or, to the best of the Company's knowledge, threatened, involving or against any of the copyrights identified on Schedule 3.14(b) which would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the best knowledge of the Company and the Company Subsidiaries, there are no re...
Library Rights. (a) Schedules 2.1.1 and 2.
Library Rights. Section A - The Library on its own behalf and on the behalf of the patrons of the library hereby retains and reserves unto itself, unless otherwise limited by this agreement, all powers, right, authority, duties and responsibilities conferred upon and vested in it by the laws and the Constitutions of the State of Michigan, and the United States, including but without limiting the generality of the foregoing: the management and control of Library properties, facilities, programs, methods of delivery of library services, materials used, the selection of material, and the direction, transfer, promotion or demotion, discipline or dismissal of all employees.
Section B - The Library has the right to use volunteers, non-library employees and outside agencies. The duties and responsibilities of any position in the bargaining unit shall not be transferred to persons not covered by this agreement. This no subcontracting clause is not meant to, or does it, prohibit those volunteer programs in existence on or before March 1, 1994.
Library Rights. Section A - The Library on its own behalf and on the behalf of the patrons of the library hereby retains and reserves unto itself, unless otherwise limited by this agreement, all powers, right, authority, duties and responsibilities conferred upon and vested in it by the laws and the Constitutions of the State of Michigan, and the United States, including but without limiting the generality of the foregoing: the management and control of Library properties, facilities, programs, methods of delivery of library services, materials used, the selection of material, and the direction, transfer, promotion or demotion, discipline or dismissal of all personnel.
Section B - There will be no subcontracting of work by non-bargaining unit members. The parties agree, however, that the Director, Assistant Director and those Department Heads not by definition part of the bargaining unit shall be allowed to do work which may be similar to those members of the bargaining unit providing it does not take the place of hiring an additional librarian.
Library Rights. (a) Schedule 4.5(a) sets forth a list of all Library Programs, which is true, accurate and complete. Sellers own, are licensed or otherwise possess the necessary right, title and interest in the Library Rights to permit the Exploitation without restriction, except as expressly set forth herein, for the terms and in the media set forth in
(b) Except as set forth in Schedule 4.5(b), Sellers are the sole and exclusive owners of the Library Programs, and otherwise have the full right to Exploit the Library Programs as set forth in Schedule 4.5(a).
(c) Upon the Final Closing, Buyers will own, or be licensed or otherwise possess the necessary right, title and interest in the Library Rights to permit the Exploitation of such Library Rights without restriction, except as expressly set forth herein or in the Network Production Agreement or on Schedules 4.5(c) or Schedule 7.14(c).
(i) Neither the Library Programs, nor any element thereof, as they currently exist, nor the Exploitation thereof by Sellers (together with their respective Related Persons), nor the transfer thereof to Buyers, libels, defames, violates the rights of privacy or publicity, or violates any copyright, patent, trademark, common law or other similar right, of any Person or violates any other applicable law. Sellers have not received any notice of infringement or other violation of any of the foregoing rights, except as set forth on Schedule 4.5(d). Sellers have (x) taken all reasonably prudent actions (in
Library Rights. 7 2.13 Library Tangible Assets.............................................................8 2.14 Licenses............................................................................8 2.15
Library Rights. SECTION A. It is the intention hereof that all of the rights, powers, prerogatives, and authorities that the Library had prior to the signing of this Agreement, including but not limited to those in respect of rates of pay, hours of employment, and conditions of work, are retained by the Library except those, and only to the extent that they are specifically abridged, delegated, or modified by this Agreement. The exercise of judgment and discretion by the Library and its administrators, if made in good faith and for valid reasons, not in conflict with the express terms of this Agreement, shall be upheld.
SECTION B. Nothing contained herein shall be considered to deny or restrict the Library of its rights, responsibilities, and authority under the Michigan District Library Laws or any other national, state, county, district or local laws or municipal regulations.
SECTION C. The listing of specific rights in this Agreement is not intended to be, nor shall it be, restrictive of or a waiver of the rights of management not listed and specifically surrendered herein.
Library Rights. Section A - The Library on its own behalf and on behalf of the patrons of the Library hereby retains and reserves unto itself, unless otherwise limited by this Agreement, all powers, right, authority, duties and responsibilities conferred upon and vested in it by the laws and the Constitutions of the State of Michigan, and the United States, including but without limiting the generality of the foregoing: the management and control of Library properties, facilities, programs, methods of delivery of library services, materials used, the selection of material, and the direction, transfer, promotion or demotion, discipline or dismissal of all employees.
Section B - The Library has the right to use volunteers, non-library employees and outside agencies. The duties and responsibilities of any position in the bargaining unit shall not be transferred to persons not covered by this Agreement.
Library Rights. Without limiting any of the representations and warranties contained in Section 3.15 above:
(a) Section 3.16 of the Genius Disclosure Letter sets forth a true, complete and accurate list of all Library Products, and the applicable territory, media, economic terms, duration and other material information with respect thereto. The Library Products include all program rights and program assets that have been and/or currently are material to the business of Genius and the Genius Subsidiaries.
(b) There are no Encumbrances (other than Guild Encumbrances) or Actions, whether pending or, to the knowledge of Genius, threatened, involving or against any of the Library Rights, and the Distributor shall be able to exploit the Library Rights to the full extent provided by the Genius Contracts and applicable Legal Requirements.
(c) Except as set forth on Section 3.16(c) of the Genius Disclosure Letter, there are no Participations or residuals in favor of any Person with respect to the Contracts, Licenses or Library Products. Genius or a Genius Subsidiary has timely paid all Participations due and payable on or prior to the Closing Date in accordance with past practice as such practice relates to the timing of such payments and as described on Section 3.16(c) of the Genius Disclosure Letter, and have accrued or will accrue for all Participations that should be accrued in accordance with GAAP consistently applied. No Participation or residual is subject to acceleration in any manner whatsoever as a result or by reason of the transactions contemplated by this Agreement. Except as set forth on Section 3.16(c) of the Genius Disclosure Letter, the Company is not in default, in any material respect, or has failed to perform in any material respect any obligation with respect to the payment of any such Participations or residuals.
(d) Set forth on Section 3.16(d) of the Genius Disclosure Letter is a true, accurate and complete list of each guild, union or labor organization on behalf of which a Guild Encumbrance is applicable to the exploitation of any assets included in the Library. Genius and each of the Genius Subsidiaries have complied with all requirements under any applicable collective bargaining agreements and have paid all amounts that are due and payable (and have accrued all amounts that should be accrued in accordance with GAAP consistently applied), under all applicable collective bargaining agreements with any union or guild or any other Contract by reason of any...
