Common use of Reason for Takeover Clause in Contracts

Reason for Takeover. Completion Guarantor shall have the right (but not the obligation) to take over and administer all or any aspects of Production and Delivery (“Takeover”) by giving notice to Producer if at any time (a) Completion Guarantor determines in its good-faith judgment, based upon cost reports, production reports, customary motion picture production measures of progress and cost projections, and any other information available that there is a likely risk of a claim against Completion Guarantor under the Completion Guaranty or any of the other Completion Documents; or (b) there is an Event of Default or Producer is in material uncured breach or fails at any time to comply with any of the terms hereof or under any other agreement which failure might, in Completion Guarantor’s reasonable judgment, cause Completion Guarantor to incur liability under the Completion Guaranty or any of the other Completion Documents; or (c) Producer fails to carry out or to cause its employees, independent contractors and agents to timely carry out instructions which are given by Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative in accordance with this Agreement; or (d) there is any strike, lockout, boycott, voluntary or forced unionization or attempted or threatened unionization or other labor disturbance affecting, hindering, impairing, delaying or preventing the timely completion of Production and Delivery; or (e) Completion Guarantor shall have advanced or shall have committed or become obligated to advance Completion Sums or otherwise incurred liability under the Completion Guaranty or any of the other Completion Documents.

Reason for Takeover. Completion Guarantor shall have the right (but not the obligation) to take over and administer all or any aspects of Production and Delivery (“Takeover”) by giving notice to Producer if at any time (a) Completion Guarantor determines in its good-good faith judgment, based upon cost reports, production reports, customary motion picture production measures of progress and cost projections, and any other information available that there is a likely risk of a claim against Completion Guarantor under the Completion Guaranty or any of the other Completion Documents; or (b) there is an Event of Default or Producer is in material uncured breach or fails at any time to comply with any of the terms hereof or under any other agreement which failure might, in Completion Guarantor’s reasonable judgment, cause Completion Guarantor to incur liability under the Completion Guaranty or any of the other Completion Documents; or (c) Producer fails to carry out or to cause its employees, independent contractors and agents to timely carry out instructions which are given by Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative in accordance with this Agreement; or (d) there is any strike, lockout, boycott, voluntary or forced unionization or attempted or threatened unionization or other labor disturbance affecting, hindering, impairing, delaying or preventing the timely completion of Production and Delivery; or (e) Completion Guarantor shall have advanced or shall have committed or become obligated to advance Completion Sums or otherwise incurred liability under the Completion Guaranty or any of the other Completion Documents.