North American jurisdiction
North American operations
North American. Theatrical – ten (10) years
5. In addition to the monetary obligations with respect to the production of the Picture discussed in Paragraph 3 above, the undersigned Guarantor guarantees the payment of any Director rights acquisition fees which may become payable with respect to the Distribution rights enumerated in Paragraph 4 above pursuant to the Standard Agreement. This guarantee applies to the Picture only and shall be in lieu of the Producer’s obligations pursuant to Core Article 14.08 or 14.09 of the Standard Agreement with respect to the distribution rights enumerated in Paragraph 4. This guarantee is binding upon the Guarantor and its successors and assigns, and inuring to the benefit of, and enforceable by District Council, subject only to satisfaction of the requirements of Paragraph 7 below.
6. The right of Guarantor to distribute exhibit or exploit the Picture in the territory, media and term described in Paragraph 4 above shall be subject to and conditional upon the prompt payment of Director rights acquisition fees due in accordance with the Standard Agreement. It is expressly understood that so long as such payments are made, neither the District Council, nor any Guild members shall interfere with the Guarantor’s quiet enjoyment of its right to distribute, exhibit or exploit the Picture in the media and territory described in Paragraph 4 above. In consideration of the Guarantor executing this guarantee, the District Council shall execute any and all documents necessary to discharge and terminate any and all security interest or encumbrances of any kind in the picture that they hold or control jointly or severally which was previously granted to them by the Producer, and shall file such documents with the appropriate government agency within ten (10) days of executing this guarantee.
7. If the Guarantor transfers any interest in the distribution rights enumerated in Paragraph 4 to a third party and desires to be relieved of its obligations attached to those distribution rights, the Guarantor warrants that it shall require that third party, as a condition of such transfer, to satisfy the requirements of Core Article
North American jurisdiction
a) the insurers will not be liable to indemnify any entity based in, operating in or domiciled in North America; and
b) the indemnity by this policy excludes liability arising under any agreement or contract that would not arise in the absence of any agreement or contract;
North American jurisdiction
a) liability in respect of any judgment, award, payment, defence costs or settlement delivered, made or incurred within countries which operate under the laws of North America (or any order made anywhere in the world to enforce such judgment, award, payment, defence costs or settlement either in whole or in part) unless otherwise stipulated in the schedule;
b) but this exclusion shall not apply to visits to North America in the course of business to undertake non-manual work including but not limited to clerical work, sales and promotional activities and conference attendance providing that, in such circumstances:
i) we will not be liable to indemnify any entity based in, operating in or domiciled in
ii) we will not be liable to indemnify for any liability that arises under any agreement or contract that would not arise in the absence of any agreement or contract;
iii) we will not be liable to indemnify for liability arising directly or indirectly from the ownership, maintenance, operation or use of any mechanically propelled vehicle or watercraft;
iv) we will not be liable to indemnify for liability arising directly or indirectly from
v) defence costs are inclusive and form part of the limit of indemnity.
North American jurisdiction
a) any party incorporated, domiciled or resident in North America;
b) pay any sum in excess of a limit of indemnity which sum shall be the maximum amount payable including any defence costs recoverable hereunder;
c) pay punitive, multiple or exemplary damages.
North American a. Distributor Discount = [***]
b. Contracted Reseller price
i) Distributor will sell the Gigamon reseller’s at the same [***].
ii) Gigamon shall pay Distributor a rebate of [***]of the net sales Distributor makes to Gigamon Resellers.
iii) Reseller prices require deal registration
c. Affiliate price
d. Maintenance and Support
North American any claim, loss, liability, expenses, costs or defence costs, in respect of any proceedings (including arbitration or regulatory proceedings), judgment, award, payment, defence costs or settlement delivered, made or incurred within countries which operate under the laws of North America (or to any order made anywhere in the world to enforce such judgment, award, payment, defence costs or settlement either in whole or in part).
North American. Commercialization Costs and Principles Exhibit 1.70.........................................................Serono Background Technology Exhibit 1.85............................................................ZGI Background Technology Exhibit 13.5..........................................................Initial Joint Press Release Exhibit 14.2(j).............................................................
