Common use of Music Rights Clause in Contracts

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 Disclosure Schedule, Target does not know of or have any reason to believe that any customers of Target, or any holder of Music Rights, (i) has any complaint or objection with respect to the service or any business practices of 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 Target as a result of the Merger.

Music Rights. (a) Section 3.8(a)(i) of the Target IUMA Disclosure Schedule sets forth a true and complete list of all Music Rights owned by TargetIUMA. Section 3.8(a)(ii) of the Target IUMA 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 rightsIUMA. Target IUMA has written agreements contracts (each of which are listed in the Target IUMA 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 IUMA 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, Rights or otherwise require the consent of any third party or otherwise result in the termination or modification of any such Music Rightsparty. All Music Rights owned or licensed by Target 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. 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 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 TargetIUMA. (b) Except as set forth in Section 3.8 of the Target 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 Target 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 Target IUMA Disclosure Schedule. (c) Except as described in Section 3.8(c) of the Target IUMA Disclosure Schedule, Target IUMA does not know of or have any reason to believe that any customers of TargetIUMA, or any holder of Music Rights, (i) has any complaint or objection with respect to the service or any business practices of Target 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 Target IUMA as a result of the Merger.

Music Rights. (a) Section 3.8(a)(i) of the Target Disclosure Schedule sets forth a true and complete list or summary of all Music Rights owned by Target. Section 3.8(a)(ii) of the Target Disclosure Schedule sets forth a true and complete list or summary 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 tangible copies, custom compilations or digital downloads of the music in question, or both, and the expiration date of such rights and any territorial limitations of such rights. Except as set forth in Section 3.8 of the Target Disclosure Schedule, Target has written agreements contracts (each of which are listed or summarized 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 or any third party challenging the enforceability or validity of such a contract, and all such contracts are enforceable in accordance with their terms. The Except as set forth in Section 3.8 of the Target Disclosure Schedule, 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 Except as set forth in Section 3.8 of the Target Disclosure Schedule, 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 Except as set forth in Section 3.8 of the Target Disclosure Schedule, each 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 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) 3.8 of the Target Disclosure Schedule, Target does not know of or have any reason to believe that any customers of the Target, or any holder of Music Rights, (i) has any complaint or objection with respect to the service or any business practices of the 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 Target as a result of the Merger.

Music Rights. (a) Section 3.8(a)(i) of the Target Emusic Disclosure Schedule sets forth a true and complete list of all Music Rights owned by TargetEmusic. Section 3.8(a)(ii) of the Target Emusic 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 Emusic. Except as provided in Section 3.8(a)(iii) of the music in questionEmusic Disclosure Schedule, or both, and the expiration date of such rights. Target Emusic has written agreements contracts (each of which are listed in the Target Emusic 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 Emusic 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 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, Rights or otherwise require the consent of any third party or otherwise result party. Except as provided in Section 3.8(a)(v) of the termination or modification of any such Music Rights. All Emusic Disclosure Schedule, all Music Rights owned or licensed by Target 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. Each 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 Target 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 TargetEmusic. (b) Except as set forth in Section 3.8 of the Target 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 Target 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 Target Emusic Disclosure Schedule. (c) Except as described in Section 3.8(c) of the Target Emusic Disclosure Schedule, Target Emusic does not know of or have any reason to believe that any customers of Targetthe Emusic, or any holder of Music Rights, (i) has any complaint or objection with respect to the service or any business practices of Target 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 Target Emusic as a result of the MergerMerger which could reasonably be expected to have a Material Adverse Effect.