Music Rights. (a) Section 3.8(a)(i) of the Target Disclosure Schedule sets forth a true and complete list of all Music Rights owned by Target. Section 3.8(a)(ii) of the Target Disclosure Schedule sets forth a true and complete list of all Music Rights licensed by or to Target, including a description of whether such rights are exclusive or non-exclusive, whether the rights include the right to distribute custom compilations or digital downloads of the music in question, or both, and the expiration date of such rights. Target has written agreements (each of which are listed in the Target Disclosure Schedule) for all Music Rights owned, licensed, used, marketed, and sold by it, and those licensed to it, and except as set forth in Section 2.8(a) of the Target Disclosure Schedule, Target has not received any express notice from any party to such a contract challenging the enforceability or validity of such a contract, and all such contracts are enforceable in accordance with their terms. The Merger will not constitute or be deemed to constitute an assignment of any such Music Rights, require the consent of any third party or otherwise result in the termination or modification of any such Music Rights. All Music Rights owned or licensed by Target were recorded and otherwise prepared in all respects in accordance with the rules and regulations of any unions, guilds and similar associations having jurisdiction. Each person or entity who has rendered any service or provided any materials in connection with, or has contributed in any way, to the making of the Music Rights has the right to grant such rights, render such services or furnish such materials. Except as disclosed in the Target Disclosure Schedule, all fees and other payments applicable to or resulting from the creation, recording, manufacture, duplication, and distribution of the Music Rights, including, but not limited to, payments to performers, producers, engineers and others, have been fully and completely paid by Target.
(b) Except as set forth in Section 3.8 of the Target Disclosure Schedule, there are no amounts owed or that will become owing to any holder of rights for royalties arising as a result of the Music Rights, nor has the Target paid an advance in respect of such royalties, except to the extent that such advance has been depleted or to the extent that the balance of any such advance is set forth in Section 3.8 of the Target Disclosure Schedule.
(c) Except as described in Section 3.8(c) of the Target D...
Music Rights. For purposes of this Agreement, the definition of “PRO” contained in Clause 13.4 of the Netherlands Agreement shall mean the following, or any other relevant collecting society with requisite legal authority and jurisdiction in the applicable Territory with respect to the Communication to the Public Rights of the musical compositions contained in the Included Programs as are required for Licensee’s transmission of the Included Programs via the SVOD Service: UK and Ireland PRS with respect to UK and IMRO with respect to Ireland Nordics STIM with respect to Sweden, TONO with respect to Norway, TEOSTO with respect to Finland and KODA with respect to Denmark (as may be collectively represented by Nordisk Copyright Bureau) Netherlands XXXX with respect to the Netherlands and SACEM with respect to Luxembourg Latin America SACM with respect to Mexico For all other countries, the performing rights organization in each country having legal authority and jurisdiction in such country over the rights for the public performance/ communication to the public of the musical compositions contained in the Included Programs as are required for Licensee’s transmission of the Included Programs via the SVOD Service Belgium SABAM France SACEM Germany GEMA Austria AKM Switzerland SUISA
Music Rights. Liquid Audio warrants to the best of its knowledge that the ------------ public performance rights in the musical works contained in the LMN Programming are (i) controlled by ASCAP, BMI, SESAC or a performing rights society having jurisdiction, (ii) in the public domain, or (iii) controlled by Liquid Audio or its licensors. If musical works in category (iii) above are contained in the LMN Programming, a limited public performance license is deemed to be included within the scope of the license set forth in Section II above. If musical works in category (i) above are contained in the LMN Programming, Licensee shall contact BMI, ASCAP or the appropriate public performing rights organization to obtain a license covering the uses contemplated by this Agreement, which may include any preferred rates that may now or hereafter be negotiated by Liquid Audio on behalf of its syndication licensees. Licensee at its sole cost and expense shall be responsible for obtaining all licenses necessary to perform such musical works, and Licensee agrees to indemnify Liquid Audio against any liability loss or expenses arising form the performance of such musical works via the Licensed Web Sites without such a license.
Music Rights. To the Knowledge of the Seller and its Subsidiaries, all public performance and synchronization rights to the musical compositions recorded or otherwise included in the Works and the Acquired Assets are: (i) owned or controlled by the Seller and/or one or more of its Subsidiaries and licensed to the American Society of Composers, Authors and Publishers, Broadcast Music Inc., the Society of European Stage Authors and Composers, or similar organizations in other jurisdictions such as the Performing Rights Society Limited; (ii) in the public domain throughout the world; or (iii) duly licensed to the Seller and/or one or more of its Subsidiaries. All public performance, mechanical, synchronization and other royalties, fees and payments due and payable in respect of the musical compositions recorded or otherwise included in the Works and the Acquired Assets have been paid in full, other than non-payments as to which adequate reserves have been taken in the 2000 Audited Financial Statements or which, individually or in the aggregate, have not had, or would not reasonably be expected to have a Material Adverse Effect.
Music Rights. With respect to the exploitation of Included Programs as authorized herein, the communication to the public/making available to the public via communication to the public rights to any music compositions contained in each of the Included Programs (collectively “Communication to the Public Rights”), are either (a) controlled by XXXX with respect to the Netherlands and SACEM with respect to Luxembourg and any other relevant collecting society with requisite authority and jurisdiction in the Territory with respect to the Communication to the Public Rights (each and collectively, the “PRO”) from which licenses on commercial terms and conditions covering Licensee’s transmissions of Included Programs in the Territory are available, (b) controlled by Licensor to the extent required for the licensing of the exhibition in accordance herewith (and not available for licensing through PROs), in which event no additional clearance of, or payment with respect to, such Communication to the Public Rights shall be required by Licensee associated with Licensee’s transmissions or other delivery of the Included Programs hereunder, or (c) in the public domain. In the event that music referenced in (a) above is included in an Included Program, Licensee shall be responsible for obtaining, if and to the extent required, a license from the relevant PROs for Communication to the Public Rights. Except as set forth in (b) above, Licensor does not represent or warrant that Licensee may exercise the Communication to the Public Rights without obtaining a valid communication to the public license and without payment of a Communication to the Public Rights royalty or license fee to a PRO, and if a Communication to the Public Rights royalty or license fee is required to be paid in connection with the exhibition of Included Programs permitted hereunder, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom.
Music Rights. 11.1 The LICENSOR shall on delivery of the material furnish the LICENSEE with a complete music-cue sheet of track titles, composers and publishers of all music used in the PRODUCTION as well as the duration of each track (See Annexure 1: CTV Music Cue Sheet attached).
11.2 The LICENSEE shall be responsible for the payment to the appropriate music rights collection body or agency of all such fees in respect of the broadcasting of the PRODUCTION in accordance with this agreement.
Music Rights. (a) Section 3.8(a)(i) of the Nordic Disclosure Schedule sets forth a true and complete list of all Music Rights owned by Nordic. Section 3.8(a)(ii) of the Nordic Disclosure Schedule sets forth a true and complete list of all Music Rights licensed by or to Nordic. Except as provided in Section 3.8(a)(iii) of the Nordic Disclosure Schedule, Nordic has written contracts (each of which are listed in the Nordic Disclosure Schedule) for all Music Rights owned, licensed, used, marketed, and sold by it, and those licensed to it, Nordic has not received any notice from any party to such a contract challenging the enforceability of such a contract, and all such contracts are enforceable in accordance with their terms. Except as provided in Section 3.8(a)(iv) of the Nordic Disclosure Schedule, the Merger will not constitute or be deemed to constitute an assignment of any such Music Rights or otherwise require the consent of any third party. Except as provided in Section 3.8(a)(v) of the Nordic Disclosure Schedule, all Music Rights owned or licensed by Nordic were recorded and otherwise prepared in all respects in accordance with the rules and regulations of any unions, guilds and similar associations having jurisdiction. Except as provided in Section 3.8(a)(vii) of the Nordic Disclosure Schedule, each person or entity who has rendered any service or provided any materials in connection with, or has contributed in any way, to the making of the Music Rights has the right to grant such rights, render such services or furnish such materials. Except as disclosed in the Nordic Disclosure Schedule, all fees and other payments applicable to or resulting from the creation, recording, manufacture, duplication, and distribution of the Music Rights, including, but not limited to, payments to performers, producers, engineers and others, have been fully and completely paid by Nordic.
(b) Except as set forth in Section 3.8 of the Nordic Disclosure Schedule, there are no amounts owed or that will become owing to any holder of rights for royalties arising as a result of the Music Rights, nor has the Nordic paid an advance in respect of such royalties, except to the extent that such advance has been depleted or to the extent that the balance of any such advance is set forth in Section 3.8 of the Nordic Disclosure Schedule.
(c) Except as described in Section 3.8(c) of the Nordic Disclosure Schedule, Nordic does not know of or have any reason to believe that any customers of the Nordic,...
Music Rights. 18 4.11 Film Rights and Availabilities of Films...........................18 4.12
Music Rights. 9.1 The Licensor shall on delivery of the material furnish the Licensee with a complete music-cue sheet of track titles, composers and publishers of all music used in the programme as well as the duration of each track (See CTV Music Cue Sheet).
9.2 The Licensee shall be responsible for the payment to the appropriate music rights collection body or agency of all such fees in respect for any purpose other than the broadcasting of the production by Cape Town TV.
Music Rights. All of the music rights contained in each Target Program are (i) controlled by American Society of Composers, Authors and Publishers, Broadcast Music Inc., SESAC or other applicable music performing rights organization; (ii) in the public domain throughout the world; (iii) duly licensed or otherwise owned by Target with sufficient rights to permit its public performance in connection with the exploitation of such Target Program; or (iv) used by Target in a manner consistent with industry practice, which use has not resulted in or give rise to a claim by a third party of illegal or unauthorized use by Target.
