Common use of TAKEOVER Clause in Contracts

TAKEOVER. 8.1 We will give you written notice under clause 7 (Default) if we take over the Project. If we so take over the Project: (a) you will put at our disposal and under our control, all persons, contracts, equipment and other resources employed or used by you in connection with the Project, provided that we may elect not to take over any contract or obligation of yours which we consider to be unduly onerous (and any costs or liabilities arising in relation to such contracts or obligations as a result of our exercising this right of election will be borne by you); (b) we may at our discretion arrange for the Project to be completed by a third party and, if the Primary Platform Owner is listed in Schedule 1 as contributing funding to the Project, we will consult with them to see if they wish to complete the Project; and (c) we may complete (or arrange for the completion of) or abandon the Project at our discretion (and we will be deemed to do so as your agent on the terms of this Agreement). 8.2 To confirm our rights as your agent: (a) For the purpose of this clause 8 (Takeover), you hereby irrevocably constitute and appoint us as your attorney- in-fact with full power and authority to do any of the following in connection with the Project: (i) make withdrawals from and otherwise deal with funds in the Project bank account; (ii) borrow money; enforce, modify, release, compromise or terminate any contract or other right or obligation of yours relating to the Project; (iii) engage and discharge Project personnel (subject to employment laws); (iv) enter into or terminate any contract relating to the Project; (v) acquire or lease or dispose of equipment and other real or personal property relating to the Project; (vi) make claims under any policy of insurance relating to the Project; and (vii) do all such other lawful acts and things as we may determine is reasonably necessary to exercise our rights under this clause 8 (Takeover) (including executing any power of attorney contemplated by subclause (b) if you fail to do so); and (b) you will, if requested by us, execute a Power of Attorney in favour of us or any of our officers in respect of the powers listed in subclause (a). 8.3 We will not be liable to you, and you will indemnify us against liability to any third party, as a result of any act or omission occurring prior to our exercising our right to take over the Project. Clause 12.5 applies to this indemnity. 8.4 Without prejudice to our remedies, if we take over the Project under clause 7 (Default), your entitlement to share in the proceeds of any sale, licensing, distribution or other exploitation of any Content will be reduced in such proportion as is equitable in all the circumstances (having regard to the extent which you had met your obligations under this Agreement prior to the takeover and the amount of Project funding provided by you, if any).

TAKEOVER. 8.1 We will give you written notice under clause 7 (Default) if we take over the Project. If we so take over the Project: (a) you will put at our disposal and under our control, all persons, contracts, equipment and other resources employed or used by you in connection with the Project, provided that we may elect not to take over any contract or obligation of yours which we consider to be unduly onerous (and any costs or liabilities arising in relation to such contracts or obligations as a result of our exercising this right of election will be borne by you); (b) we may at our discretion arrange for the Project to be completed by a third party and, if the Primary Platform Owner is listed in Schedule 1 as contributing funding to the Project, we will consult with them to see if they wish to complete the Project; and (c) we may complete (or arrange for the completion of) or abandon the Project at our discretion (and we will be deemed to do so as your agent on the terms of this Agreement). 8.2 To confirm our rights as your agent: (a) For the purpose of this clause 8 (Takeover), you hereby irrevocably constitute and appoint us as your attorney- in-fact attorney‐ in‐fact with full power and authority to do any of the following in connection with the Project: (i) make withdrawals from and otherwise deal with funds in the Project bank account; (ii) borrow money; enforce, modify, release, compromise or terminate any contract or other right or obligation of yours relating to the Project; (iii) engage and discharge Project personnel (subject to employment laws); (iv) enter into or terminate any contract relating to the Project; (v) acquire or lease or dispose of equipment and other real or personal property relating to the Project; (vi) make claims under any policy of insurance relating to the Project; and (vii) do all such other lawful acts and things as we may determine is reasonably necessary to exercise our rights under this clause 8 (Takeover) (including executing any power of attorney contemplated by subclause (b) if you fail to do so); and (b) you will, if requested by us, execute a Power of Attorney in favour of us or any of our officers in respect of the powers listed in subclause (a). 8.3 We will not be liable to you, and you will indemnify us against liability to any third party, as a result of any act or omission occurring prior to our exercising our right to take over the Project. Clause 12.5 applies to this indemnity. 8.4 Without prejudice to our remedies, if we take over the Project under clause 7 (Default), your entitlement to share in the proceeds of any sale, licensing, distribution or other exploitation of any Content will be reduced in such proportion as is equitable in all the circumstances (having regard to the extent which you had met your obligations under this Agreement prior to the takeover and the amount of Project funding provided by you, if any).