Music Rights Sample Clauses

Music Rights. (a) Section 3.8(a)(i) of the Emusic Disclosure Schedule sets forth a true and complete list of all Music Rights owned by Emusic. Section 3.8(a)(ii) of the Emusic Disclosure Schedule sets forth a true and complete list of all Music Rights licensed by or to Emusic. Except as provided in Section 3.8(a)(iii) of the Emusic Disclosure Schedule, Emusic has written contracts (each of which are listed in the Emusic Disclosure Schedule) for all Music Rights owned, licensed, used, marketed, and sold by it, and those licensed to it, Emusic 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 Emusic 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 Emusic Disclosure Schedule, all Music Rights owned or licensed by Emusic 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 Emusic 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 Emusic 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 Emusic. (b) Except as set forth in Section 3.8 of the Emusic 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 Emusic 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 Emusic Disclosure Schedule. (c) Except as described in Section 3.8(c) of the Emusic Disclosure Schedule, Emusic does not know of or have any reason to believe that any customers of the Emusic,...

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. 10.1 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. 10.2 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. Liquid Audio and/or the content owner, and not Merchant, shall be responsible for payment of any mechanical royalty obligations incurred in connection with Digital Music Sales Transactions. Liquid Audio warrants to the best of its knowledge that the public performance rights in the musical works contained in the RIFFS Catalog 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 RIFFS Catalog, 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 RIFFS Catalog, Merchant 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 merchant affiliates. Merchant at its sole cost and expense shall be responsible for obtaining all licenses necessary to publicly perform such musical works, and Merchant agrees to indemnify Liquid Audio against any liability, loss or expenses arising from the performance of such musical works via the Merchant Site without such a license.

Music Rights. The performing and mechanical reproduction rights to any musical works contained in each of the Programs, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Programs in accordance herewith or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of a Program, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.

Music Rights. To Seller's Knowledge, the small performance rights in the music contained in the Films are either: (a) controlled by and available for licensing from ASCAP, BMI, SESAC or, if not by these United States performing rights societies, by other music performance rights societies outside of the United States; (b) in the public domain or (c) controlled by Seller and not available for licensing through the music performance rights societies (in the case of clause (c), such small performance rights shall be deemed licensed to Buyer hereby by way of non-exclusive, irrevocable, perpetual, royalty-free and fully paid up, license outside of the United States to use such music for the purpose of exploiting the Film Rights).

Music Rights. Liquid Audio and/or the content owner, and not Merchant, ------------ shall be responsible for payment of any mechanical w obligations incurred in connection with the RIFFS Catalog and Digital Music Sales Transactions. Liquid Audio warrants to the best of its knowledge that the public performance rights in the musical works contained in the RIFFS Catalog 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.