Common use of Third Person Rights Clause in Contracts

Third Person Rights. As and to the extent specifically identified and described in Schedule 7 or an applicable Additional License Addendum, Company acknowledges that DWA and its Affiliates have preexisting contractual arrangements with, and are subject to preexisting limitations and restrictions imposed by, third Persons that may limit DWA’s ability to grant certain of the rights under the Licenses. Company agrees that the Licenses will be subject to those terms of DWA’s and its Affiliates’ preexisting contractual arrangements with third Persons (and the limitations and restrictions imposed thereby) that are specifically identified and described in Schedule 7, and any extensions, renewals and replacements of such arrangements, limitations and restrictions (the “Third Person Rights”), and that DWA will not be in breach of any of its representations, warranties or other obligations under this Agreement merely as a result of the existence of such Third Person Rights. In entering into any extensions, renewals and replacements of such arrangements, limitations and restrictions, DWA will consider in good faith the interests of the Company. Schedule 7 will identify and describe all such Third Person Rights as of the Effective Date with respect to the Contributed DWA IP. Each Additional License Addendum will identify and describe the terms of all then-existing contractual arrangements with third Persons (and the then-existing limitations and restrictions imposed thereby) with respect to the particular Additional DWA IP to be licensed to Company thereunder. Upon the execution of any Additional License Addendum by the Parties, Schedule 7 will be and will be deemed amended as of the date of such execution to specify those then-existing limitations and restrictions (and any extensions, renewals and replacements of such arrangements, limitations and restrictions) with third Persons with respect to such Additional License Addendum. In addition, Company acknowledges that exercise of the Licenses with respect to certain DWA Content may require consents or releases from, or payment of fees to, third Person talent such as voice talent, writers, directors, producers, composers, and performers who appear in or participated in the production of such Content, including obligations under union and collective bargaining agreements (e.g., SAG, AFTRA, etc.). DWA will, as requested by Company on a case-by-case basis, use commercially reasonable efforts to notify Company of all such required consents, releases and payments, and, if Company decides to exercise the Licenses with respect to such DWA Content, DWA will use commercially reasonable efforts at its cost (with respect to the cost of DWA’s own efforts) to assist Company and the Subsidiary Sublicensees in obtaining and Company agrees that it will (and will cause the Subsidiary Sublicensees to) obtain all such releases and consents and pay all such fees.

Third Person Rights. As and to the extent specifically identified and described in Schedule 7 4 or an applicable Additional License Addendum, Company acknowledges that DWA and its Affiliates have preexisting contractual arrangements with, and are subject to preexisting limitations and restrictions imposed by, third Persons that may limit DWA’s ability to grant certain of the rights under the Licenses. Company agrees that the Licenses will be subject to those terms of DWA’s and its Affiliates’ preexisting contractual arrangements with third Persons (and the limitations and restrictions imposed thereby) that are specifically identified and described in Schedule 74, and any extensions, renewals and replacements of such arrangements, limitations and restrictions (the “Third Person Rights”), and that DWA will not be in breach of any of its representations, warranties or other obligations under this Agreement merely as a result of the existence of such Third Person Rights. In entering into any extensions, renewals and replacements of such arrangements, limitations and restrictions, DWA will consider in good faith the interests of the Company. Schedule 7 4 will identify and describe all such Third Person Rights as of the Effective Date with respect to the Contributed DWA IPTechnology. Each Additional License Addendum will identify and describe the terms of all then-existing contractual arrangements with third Persons (and the then-existing limitations and restrictions imposed thereby) with respect to the particular Additional DWA IP Technology to be licensed to Company thereunder. Upon the execution of any Additional License Addendum by the Parties, Schedule 7 4 will be and will be deemed amended as of the date of such execution to specify those then-existing limitations and restrictions (and any extensions, renewals and replacements of such arrangements, limitations and restrictions) with third Persons with respect to such Additional License Addendum. In addition, Company acknowledges that exercise of the Licenses with respect to certain DWA Content may require consents or releases from, or payment of fees to, third Person talent such as voice talent, writers, directors, producers, composers, and performers who appear in or participated in the production of such Content, including obligations under union and collective bargaining agreements (e.g., SAG, AFTRA, etc.). DWA will, as requested by Company on a case-by-case basis, use commercially reasonable efforts to notify Company of all such required consents, releases and payments, and, if Company decides to exercise the Licenses with respect to such DWA ContentLicenses, DWA will use commercially reasonable efforts at its cost (with respect to the cost of DWA’s own efforts) to assist Company and the Subsidiary Sublicensees in obtaining and Company agrees that it will (and will cause the Subsidiary Sublicensees to) obtain all such releases and consents and pay all such fees.