Common use of Program Withdrawal Clause in Contracts

Program Withdrawal. Licensor may withdraw any Included Programs or related materials at any time because of (i) an Event of Force Majeure, loss or impairment of rights, unavailability of necessary materials, potential infringement of the rights of third parties, any pending or threatened claim, judicial proceeding or regulatory proceeding, or because Licensor in its good faith business judgment deems it necessary in order to prevent potential litigation or arbitration in order to minimize or avoid a liability to Licensor or any of its Affiliates, or (ii) upon thirty days’ prior written notice, if Licensor elects to theatrically re-release or theatrically reissue such program or make a theatrical, home video or television remake or sequel thereof, provided, such election is consistent with Licensor’s past practices and is not intended to frustrate the intent of this Agreement (all of the foregoing being collectively “Withdrawal Causes”); provided that such Withdrawal Cause does not apply to substantially all Current Features and, provided further that such Withdrawal Cause is not primarily the result of Licensor or any other SPE Entity entering into an agreement in breach of another provision hereof (excluding from this provision an inadvertent breach). Licensor shall, in such event, give Licensee written notice of such withdrawal and set forth in reasonable detail the Withdrawal Cause. Licensee shall not accept any Subscriber Transactions relating to the withdrawn program after its receipt of such notice. It is expressly understood that such notice shall be given if, and only if, Licensor shall simultaneously withdraw the program from all other Pay-Per-View and Video-On-Demand exhibitions, unless the Withdrawal Cause relates solely to Licensee’s (or to a limited number of Other Provider’s in addition to Licensee’s) exhibition of such Included Programs or related materials. If Licensor subsequently makes such program available to any Other Provider for Pay-Per-View or Video-On-Demand exhibition in the Territory during the Term, then it shall also make such program available to Licensee hereunder. Licensor shall use commercially reasonable efforts to provide Licensee with a comparable replacement for any withdrawn Included Program. Withdrawal of an Included Program under this Section 7.6 shall in no event be deemed to be, or in any way constitute, a breach of the Agreement and Licensee shall not be entitled to any rights or remedies as a result of such withdrawal, except as otherwise expressly set forth in this Section 7.6.