Long Form Agreement. Until such time as this agreement is superceded by a long form agreement, it will represent the binding agreement for both parties. Rxxxxxx X. Xxxxxxx Imax Corporation
Long Form Agreement. The parties shall use their commercially reasonable efforts promptly to negotiate and to enter into a Long-form agreement (the "Long-form Agreement") incorporating the terms and conditions set forth herein. Notwithstanding the foregoing, the parties expressly acknowledge and agree that this Letter Agreement shall constitute a binding agreement between them subject only to the conditions set forth herein and others customary for transactions of this type. If such Long-form Agreement is not executed and delivered on or prior to January 15, 2002, then (a) this Letter Agreement shall constitute such Long-form Agreement, (b) the parties shall promptly proceed to the Closing and to consummate the transactions contemplated hereunder and the obligations of the parties shall be governed by this Letter Agreement, and (c) all references herein to the Long-form Agreement shall be deemed references to this Letter Agreement. This Letter Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter, except to the extent otherwise provided herein.
Long Form Agreement. At the written request of Infogrames, made on or before December 15, 2007, the parties shall enter into good faith negotiations and enter into a long form intercompany services agreement on or before January 18, 2008 encompassing the terms set forth in this Intercompany Services Agreement and such other business and legal terms and conditions (including, without limitation, customary mutual representations, warranties, indemnities, limitations of liability and confidentiality obligations.) upon which the parties hereto may mutually agree (such long form distribution agreement being referred to herein as the "Long Form Intercompany Services Agreement"). The parties expressly acknowledge and agree that if the Long Form Intercompany Services Agreement is not executed by the parties, this Intercompany Services Agreement shall remain in full force and effect. 5 20.
Long Form Agreement. ABJ and the Shareholder will use reasonable commercial efforts to enter into the Long Form Agreement by June 20, 2015 or such later date as may be mutually agreed to in writing by ABJ and the Shareholder, which Long Form Agreement will, upon execution, replace and supersede this Agreement. The Parties acknowledge that the Long Form Agreement will contain the covenants and conditions set out herein and additional representations, warranties and terms that are included in transactions similar to the Transaction.
Long Form Agreement. The parties intend to enter into a long-form agreement which shall incorporate the foregoing terms and other terms and conditions standard in the motion picture and television industries (including without limitation, relating to representations, warranties and indemnity, suspension and termination, force majeure, and insurance), which shall be negotiated in good faith within normal industry parameters. Unless and until such long form agreement is executed by the parties, this Agreement shall be fully binding when signed by the parties.
Long Form Agreement. Upon acceptance of Buena Vista, this Letter Agreement shall represent a binding agreement between Buena Vista and Macrovision which reflects substantially all fee-related economic terms related to Buena Vista's application of Macrovision's copy protection process to Videocassettes and DVD titles, until such time as a long form agreement incorporating the terms and conditions of this Letter Agreement has been executed by the parties. Macrovision and Buena Vista shall use their reasonable XX. XXXXX XXXXXXXX -4- 1/14/97 CONFIDENTIAL efforts to negotiate in good faith and prepare and execute within sixty days of acceptance by Buena Vista of this Letter Agreement such long-form agreement. Buena Vista acknowledges that, due to the "mechanics" of actually applying copy protection to DVDs, Macrovision requires DVD authoring facilities and DVD replicators to sign license agreements with Macrovision which grant them the rights to set Macrovision's copy protection trigger bits to their "on" position for DVD titles and/or replicate DVDs for which Macrovision's copy protection trigger bits have been set to their "on" position. Macrovision agrees that, with respect to Buena Vista DVDs to which copy protection is applied in connection with this Letter Agreement, such licenses will not require such authoring facilities or replicators to pay fees of any kind to Macrovision. Xxxxx, if the above terms are acceptable to Buena Vista, please confirm this by having the appropriate Buena Vista official sign in the space provided below and return this Letter Agreement to me via FAX. We can then task our respective legal representatives with drafting the long form agreement as described above. Best Regards, /s/ Xxxx X. Xxxxxxxx Xxxx X. Xxxxxxxx Vice President, Copy Protection Group MSB:dh Attachment (Exhibit 1 - Countries by Category) Accepted and Agreed by Buena Vista Home Video --------------------------------------------- /s/ Xxxxx Xxxxxxxx 1/15/97 ----------------------------------- ------------------------------ By (Signature) Date Xxxxx Xxxxxxxx Senior Vice President ----------------------------------- ------------------------------ Printed Name Title ** Confidential treatment requested for certain parts of this document EXHIBIT 1 COUNTRIES BY CATEGORY CATEGORY A - EXISTING BUENA VISTA-DIRECT TERRITORIES COVERED IN THE CURRENT AGREEMENT, PLUS MEXICO - Countries Included: United States, Canada, Australia, Austria, Benelux, Denmark, Finland, France, Germany, Italy, Japan, Mexic...
Long Form Agreement. The parties shall negotiate to enter into a long form agreement which shall contain additional representations, warranties and covenants of Sound Revolution and On4 customary in a transaction of this nature. The parties shall make good faith efforts to enter into a long form agreement within 35 days of this agreement. This document shall govern the terms of the merger until such long form agreement has been entered into.
Long Form Agreement. Sharman and Altnet acknowledge that it is there present intention to enter into long form agreements providing for Sharman's right to sublicense the Sublicensable Software to Qualified Sublicensees, and agree to negotiate such long form agreements in good faith with the intent to enter into such agreements prior to any sublicense by Sharman. If the parties do not enter into any such long form agreements, then this Agreement shall control the parties' rights and obligations with respect to the subject matter of this SECTION 7.
Long Form Agreement. You and we hereby agree that this agreement shall be replaced as soon as reasonably practical hereafter by respective long-form agreements embodying the terms set out herein (with all other terms to be negotiated between you and us in good faith). Until such time as the long-form agreements are entered into this agreement shall remain in full force and effect.
Long Form Agreement. BHR shall cause its counsel to prepare and send to counsel for AES the first draft of the Long Form Agreement no later than thirty (30) days from the execution of the Agreement. The parties will use reasonable commercial efforts to enter into the Long Form Agreement by March 31, 2015 or such later date as may be mutually agreed to in writing by the parties, which Long Form Agreement will, upon execution, replace and supersede this Agreement. The parties acknowledge that the Long Form Agreement will contain the covenants and conditions set out herein and additional representations, warranties and terms that are included in transactions similar to the Transaction.
