Common use of Takeover Rights Clause in Contracts

Takeover Rights. 14.2.1 In the event of a Takeover, (a) Completion Guarantor shall have the right to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise protect and enforce Completion Guarantor’s rights, remedies, powers and defenses hereunder and to maintain, protect and preserve the Collateral, and (b) Producer shall comply, and cause Key Cast and Key Crew members and other third parties materially involved with Production and Delivery to comply, with all instructions given by Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative to progress and complete Production and Delivery and to remove, remedy or reduce any claim or the risk of there being any claim made against Completion Guarantor under the Completion Guaranty or any of the other Completion Documents including the suspension or dismissal of any person or persons engaged in Production and Delivery, provided that no such instruction shall conflict with the provisions of the Interparty Agreement, any Distributor Agreement or other contractual obligations of Producer with respect to the Film which has been previously approved by Completion Guarantor, except with the consent of all parties affected thereby. Producer acknowledges and agrees that, in the event of a Takeover, Completion Guarantor does not assume Producer’s executory obligations, all of which Producer shall continue to be obligated to perform. Completion Guarantor agrees that it shall not knowingly interfere with Producer’s rights or its ability to perform its services concerning the Film; however, any reasonable actions taken by or at the direction of Completion Guarantor to advance and complete Production and Delivery during a Takeover shall be deemed not to be an interference with Producer’s rights or its ability to perform its services concerning the Film. 14.2.2 In the event of a Takeover, (a) Completion Guarantor shall be deemed to have been appointed Producer’s attorney-in-fact to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise to protect and enforce Completion Guarantor’s rights, remedies, powers, and defenses hereunder and to maintain, protect and preserve the Collateral; (b) the licensing or other acquisition and cost of any Pre-Existing Material for use in the Film shall be at the sole discretion of Completion Guarantor; (c) Producer shall and hereby undertakes to place the Production Account (and each of them) and all persons, premises, and equipment used by Producer in connection with Production and Delivery at the disposal of and under the control and custody of Completion Guarantor; (d) Completion Guarantor shall have, and Producer shall provide, full access to and use of (including the right to remove) all materials, property or other assets used in connection with Production and Delivery; (e) Producer shall cooperate fully with Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) and the Production Representative to enable a Takeover to occur with the minimum possible disruption to Production and Delivery, to furnish all information and render all reasonable and customary services in connection with Production and Delivery as Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative shall reasonably request, including, without limitation, facilitating the transfer of all Film assets, whether or not in Producer’s possession, custody or control, to Completion Guarantor or any third-party designated by Completion Guarantor; and (f) Producer shall not interfere with or obstruct Completion Guarantor’s exercise of its rights, remedies, powers and defenses hereunder.

Takeover Rights. 14.2.1 In the event of a Takeover, (a) Completion Guarantor shall have the right to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise protect and enforce Completion Guarantor’s rights, remedies, powers and defenses hereunder and to maintain, protect and preserve the Collateral, and (b) Producer shall comply, and cause Key Cast and Key Crew members and other third parties materially involved with Production and Delivery to comply, with all instructions given by Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative in order to progress advance and complete Production and Delivery and to remove, remedy or reduce any claim or the risk likelihood of there being any such risk of a claim made against Completion Guarantor under the Completion Guaranty or any of the other Completion Documents including the suspension or dismissal of any person or persons engaged in Production and Delivery, provided that no such instruction shall conflict with the provisions of the Interparty Agreement, any Distributor Agreement or other contractual obligations of Producer with respect to the Film which has have been previously approved by Completion Guarantor, except with the consent of all parties affected thereby. Producer acknowledges and agrees that, in the event of a Takeover, Completion Guarantor does not assume Producer’s executory obligations, all of which Producer shall continue to be obligated to perform. Completion Guarantor agrees that it shall not knowingly interfere with Producer’s rights or its ability to perform its services concerning in relation to the Film; however, any reasonable actions taken by or at the direction of Completion Guarantor to advance and complete Production and Delivery during a Takeover shall be deemed not to be an interference with Producer’s rights or its ability to perform its services concerning in relation to the Film. 14.2.2 In the event of a Takeover, (a) Completion Guarantor shall be deemed to have been appointed Producer’s attorney-in-in- fact to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise to protect and enforce Completion Guarantor’s rights, remedies, powers, powers and defenses hereunder and to maintain, protect and preserve the Collateral; (b) the licensing or other acquisition and cost of any Pre-Existing Material for use in the Film shall be at the sole discretion of Completion Guarantor; (c) Producer shall and hereby undertakes to place the Production Account (and each of them) and all persons, premises, premises and equipment used by Producer in connection with Production and Delivery at the disposal of and under the control and custody of Completion Guarantor; (d) Completion Guarantor shall have, and Producer shall provide, full access to and use of (including the right to remove) all materials, property or other assets used in connection with Production and Delivery; (e) Producer shall cooperate fully with Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) and the Production Representative to enable a Takeover to occur with the minimum possible disruption to Production and Delivery, to furnish all information and render all reasonable and customary services in connection with Production and Delivery as Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative shall reasonably request, including, without limitation, facilitating the transfer of all Film assets, whether or not in Producer’s possession, custody or control, to Completion Guarantor or any third-third party designated by Completion Guarantor; and (f) Producer shall not interfere with or obstruct Completion Guarantor’s exercise of its rights, remedies, powers and defenses hereunder.

Takeover Rights. 14.2.1 In the event of a Takeover, (a) Completion Guarantor shall have the right to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise protect and enforce Completion Guarantor’s rights, remedies, powers and defenses hereunder and to maintain, protect and preserve the Collateral, and (b) Producer shall comply, and cause Key Cast and Key Crew members and other third parties materially involved with Production and Delivery to comply, with all instructions given by Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative to progress and complete Production and Delivery and to remove, remedy or reduce any claim or the risk of there being any claim made against Completion Guarantor under the Completion Guaranty or any of the other Completion Documents including the suspension or dismissal of any person or persons engaged in Production and Delivery, provided that no such instruction shall conflict with the provisions of the Interparty Agreement, any Distributor Agreement or other contractual obligations of Producer with respect to the Film which has been previously approved by Completion Guarantor, except with the consent of all parties affected thereby. Producer acknowledges and agrees that, in the event of a Takeover, Completion Guarantor does not assume Producer’s executory obligations, all of which Producer shall continue to be obligated to perform. Completion Guarantor agrees that it shall not knowingly interfere with Producer’s rights or its ability to perform its services concerning the Film; however, any reasonable actions taken by or at the direction of Completion Guarantor to advance and complete Production and Delivery during a Takeover shall be deemed not to be an interference with Producer’s rights or its ability to perform its services concerning the Film. 14.2.2 In the event of a Takeover, (a) Completion Guarantor shall be deemed to have been appointed Producer’s attorney-in-fact to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise to protect and enforce Completion Guarantor’s rights, remedies, powers, and defenses hereunder and to maintain, protect and preserve the Collateral; (b) the licensing or other acquisition and cost of any Pre-Existing Material for use in the Film shall be at the sole discretion of Completion Guarantor; (c) Producer shall and hereby undertakes to place the Production Account (and each of them) and all persons, premises, and equipment used by Producer in connection with Production and Delivery at the disposal of and under the control and custody of Completion Guarantor; (d) Completion Guarantor shall have, and Producer shall provide, full access to and use of (including the right to remove) all materials, property or other assets used in connection with Production and Delivery; (e) Producer shall cooperate fully with Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) and the Production Representative to enable a Takeover to occur with the minimum possible disruption to Production and Delivery, to furnish all information and render all reasonable and customary services in connection with Production and Delivery as Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative shall reasonably request, including, without limitation, facilitating the transfer of all Film assets, whether or not in Producer’s possession, custody or control, to Completion Guarantor or any third-party designated by Completion Guarantor; and (f) Producer shall not interfere with or obstruct Completion Guarantor’s exercise of its rights, remedies, powers and defenses hereunder.

Takeover Rights. 14.2.1 In the event of a Takeover, (a) Completion Guarantor shall have the right to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise protect and enforce Completion Guarantor’s rights, remedies, powers and defenses hereunder and to maintain, protect and preserve the Collateral, and (b) Producer shall comply, and cause Key Cast and Key Crew members and other third parties materially involved with Production and Delivery to comply, with all instructions given by Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative in order to progress and complete Production and Delivery and to remove, remedy or reduce any claim or the risk of there being any claim made against Completion Guarantor under the Completion Guaranty or any of the other Completion Documents including the suspension or dismissal of any person or persons engaged in Production and Delivery, provided that no such instruction shall conflict with the provisions of the Interparty Agreement, any Distributor Agreement or other contractual obligations of Producer with respect to the Film which has been previously approved by Completion Guarantor, except with the consent of all parties affected thereby. Producer acknowledges and agrees that, in the event of a Takeover, Completion Guarantor does not assume Producer’s executory obligations, all of which Producer shall continue to be obligated to perform. Completion Guarantor agrees that it shall not knowingly interfere with Producer’s rights or its ability to perform its services concerning in relation to the Film; however, any reasonable actions taken by or at the direction of Completion Guarantor to advance and complete Production and Delivery during a Takeover shall be deemed not to be an interference with Producer’s rights or its ability to perform its services concerning in relation to the Film. 14.2.2 In the event of a Takeover, (a) Completion Guarantor shall be deemed to have been appointed Producer’s attorney-in-fact to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise to protect and enforce Completion Guarantor’s rights, remedies, powers, and defenses hereunder and to maintain, protect and preserve the Collateral; (b) the licensing or other acquisition and cost of any Pre-Existing Material for use in the Film shall be at the sole discretion of Completion Guarantor; (c) Producer shall and hereby undertakes to place the Production Account (and each of them) and all persons, premises, and equipment used by Producer in connection with Production and Delivery at the disposal of and under the control and custody of Completion Guarantor; (d) Completion Guarantor shall have, and Producer shall provide, full access to and use of (including the right to remove) all materials, property or other assets used in connection with Production and Delivery; (e) Producer shall cooperate fully with Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) and the Production Representative to enable a Takeover to occur with the minimum possible disruption to Production and Delivery, to furnish all information and render all reasonable and customary services in connection with Production and Delivery as Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative shall reasonably request, including, without limitation, facilitating the transfer of all Film assets, whether or not in Producer’s possession, custody or control, to Completion Guarantor or any third-party designated by Completion Guarantor; and (f) Producer shall not interfere with or obstruct Completion Guarantor’s exercise of its rights, remedies, powers and defenses hereunder.

Takeover Rights. 14.2.1 In the event of a Takeover, (a) Completion Guarantor shall have the right to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise protect and enforce Completion Guarantor’s rights, remedies, powers and defenses hereunder and to maintain, protect and preserve the Collateral, and (b) Producer shall comply, and cause Key Cast and Key Crew members and other third parties materially involved with Production and Delivery to comply, with all instructions given by Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative in order to progress advance and complete Production and Delivery and to remove, remedy or reduce any claim or the risk likelihood of there being any such risk of a claim made against Completion Guarantor under the Completion Guaranty or any of the other Completion Documents including the suspension or dismissal of any person or persons engaged in Production and Delivery, provided that no such instruction shall conflict with the provisions of the Interparty Agreement, any Distributor Agreement or other contractual obligations of Producer with respect to the Film which has have been previously approved by Completion Guarantor, except with the consent of all parties affected thereby. Producer acknowledges and agrees that, in the event of a Takeover, Completion Guarantor does not assume Producer’s executory obligations, all of which Producer shall continue to be obligated to perform. Completion Guarantor agrees that it shall not knowingly interfere with Producer’s rights or its ability to perform its services concerning in relation to the Film; however, any reasonable actions taken by or at the direction of Completion Guarantor to advance and complete Production and Delivery during a Takeover shall be deemed not to be an interference with Producer’s rights or its ability to perform its services concerning in relation to the Film. 14.2.2 In the event of a Takeover, (a) Completion Guarantor shall be deemed to have been appointed Producer’s attorney-in-fact to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise to protect and enforce Completion Guarantor’s rights, remedies, powers, powers and defenses hereunder and to maintain, protect and preserve the Collateral; (b) the licensing or other acquisition and cost of any Pre-Existing Material for use in the Film shall be at the sole discretion of Completion Guarantor; (c) Producer shall and hereby undertakes to place the Production Account (and each of them) and all persons, premises, premises and equipment used by Producer in connection with Production and Delivery at the disposal of and under the control and custody of Completion Guarantor; (d) Completion Guarantor shall have, and Producer shall provide, full access to and use of (including the right to remove) all materials, property or other assets used in connection with Production and Delivery; (e) Producer shall cooperate fully with Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) and the Production Representative to enable a Takeover to occur with the minimum possible disruption to Production and Delivery, to furnish all information and render all reasonable and customary services in connection with Production and Delivery as Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative shall reasonably request, including, without limitation, facilitating the transfer of all Film assets, whether or not in Producer’s possession, custody or control, to Completion Guarantor or any third-third party designated by Completion Guarantor; and (f) Producer shall not interfere with or obstruct Completion Guarantor’s exercise of its rights, remedies, powers and defenses hereunder.