Common use of Music Rights Clause in Contracts

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, or any holder of Music Rights, (i) has any complaint or objection with respect to the service or any business practices of the Emusic or the transactions contemplated hereby which could reasonably be expected to have a Material Adverse Effect, or (ii) will cease to do business, or significantly reduce the business conducted, with Emusic as a result of the Merger which could reasonably be expected to have a Material Adverse Effect.

Music Rights. (a) Section 3.8(a)(i) of the Emusic IUMA Disclosure Schedule sets forth a true and complete list of all Music Rights owned by EmusicIUMA. Section 3.8(a)(ii) of the Emusic IUMA Disclosure Schedule sets forth a true and complete list of all Music Rights licensed by or to EmusicIUMA. Except as provided in Section 3.8(a)(iii) of the Emusic Disclosure Schedule, Emusic IUMA has written contracts (each of which are listed in the Emusic IUMA Disclosure Schedule) for all Music Rights owned, licensed, used, marketed, and sold by it, and those licensed to it, Emusic IUMA 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 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 All Music Rights owned or licensed by Emusic IUMA 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 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 IUMA Disclosure Schedule, all fees and other payments to be made by IUMA 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 EmusicIUMA. (b) Except as set forth in Section 3.8 of the Emusic IUMA 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 IUMA 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 IUMA Disclosure Schedule. (c) Except as described in Section 3.8(c) of the Emusic IUMA Disclosure Schedule, Emusic IUMA does not know of or have any reason to believe that any customers of the EmusicIUMA, or any holder of Music Rights, (i) has any complaint or objection with respect to the service or any business practices of the Emusic IUMA or the transactions contemplated hereby which could reasonably be expected to have a Material Adverse Effect, or (ii) will cease to do business, or significantly reduce the business conducted, with Emusic IUMA as a result of the Merger which could reasonably be expected to have a Material Adverse EffectMerger.

Music Rights. (a) Section 3.8(a)(i) of the Emusic Target Disclosure Schedule sets forth a true and complete list of all Music Rights owned by EmusicTarget. Section 3.8(a)(ii) of the Emusic Target 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) 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 Emusic Disclosure Schedulemusic in question, Emusic or both, and the expiration date of such rights. Target has written contracts agreements (each of which are listed in the Emusic Target Disclosure Schedule) for all Music Rights owned, licensed, used, marketed, and sold by it, and those licensed to it, Emusic 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. Except as provided in Section 3.8(a)(iv) of the Emusic Disclosure Schedule, the The Merger will not constitute or be deemed to constitute an assignment of any such Music Rights or otherwise Rights, require the consent of any third partyparty or otherwise result in the termination or modification of any such Music Rights. Except as provided in Section 3.8(a)(v) of the Emusic Disclosure Schedule, all All Music Rights owned or licensed by Emusic 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. Except as provided in Section 3.8(a)(vii) of the Emusic Disclosure Schedule, each 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 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 EmusicTarget. (b) Except as set forth in Section 3.8 of the Emusic 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 Emusic 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 Emusic Target Disclosure Schedule. (c) Except as described in Section 3.8(c) of the Emusic Target Disclosure Schedule, Emusic Target does not know of or have any reason to believe that any customers of the EmusicTarget, or any holder of Music Rights, (i) has any complaint or objection with respect to the service or any business practices of the Emusic Target or the transactions contemplated hereby which could reasonably be expected to have a Material Adverse Effect, or (ii) will cease to do business, or significantly reduce the business conducted, with Emusic Target as a result of the Merger which could reasonably be expected to have a Material Adverse EffectMerger.

Music Rights. (a) Section 3.8(a)(i) of the Emusic Target Disclosure Schedule sets forth a true and complete list or summary of all Music Rights owned by EmusicTarget. Section 3.8(a)(ii) of the Emusic Target Disclosure Schedule sets forth a true and complete list or summary of all Music Rights licensed by or to EmusicTarget, including a description of whether such rights are exclusive or non-exclusive, whether the rights include the right to distribute tangible copies, custom compilations or digital downloads of the music in question, the expiration date of such rights and any territorial limitations of such rights. Except as provided set forth in Section 3.8(a)(iii) 3.8 of the Emusic Target Disclosure Schedule, Emusic Target has written contracts (each of which are listed or summarized in the Emusic Target Disclosure Schedule) for all Music Rights owned, licensed, used, marketed, and sold by it, and those licensed to it, Emusic Target has not received any notice from any party to such a contract or any third party challenging the enforceability or validity of such a contract, and all such contracts are enforceable in accordance with their terms. Except as provided set forth in Section 3.8(a)(iv) 3.8 of the Emusic Target Disclosure Schedule, the Merger will not constitute or be deemed to constitute an assignment of any such Music Rights or otherwise Rights, require the consent of any third partyparty or otherwise result in the termination or modification of any such Music Rights. Except as provided set forth in Section 3.8(a)(v) 3.8 of the Emusic Target Disclosure Schedule, all Music Rights owned or licensed by Emusic 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. Except as provided set forth in Section 3.8(a)(vii) 3.8 of the Emusic Target Disclosure Schedule, each person or entity Person 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 owned by Target has the right to grant such rights, render such services or furnish such materials. Except as disclosed set forth in Section 3.8 of the Emusic 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 EmusicTarget. (b) Except as set forth in Section 3.8 of the Emusic 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 Emusic 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 Emusic Disclosure Schedule. (c) Except as described in Section 3.8(c) 3.8 of the Emusic Target Disclosure Schedule, Emusic Target does not know of or have any reason to believe that any customers of the EmusicTarget, or any holder of Music Rights, (i) has any complaint or objection with respect to the service or any business practices of the Emusic Target or the transactions contemplated hereby which could reasonably be expected to have a Material Adverse Effect, or (ii) will cease to do business, or significantly reduce the business conducted, with Emusic Target as a result of the Merger which could reasonably be expected to have a Material Adverse EffectMerger.