WITHDRAWAL OF PROGRAMS. 6.1 Licensor shall have the right to withdraw any Included Program from a Licensed Service in the applicable Territory if, (i) Licensor reasonably believes that it does not have, or no longer has, or there is actual or threatened litigation regarding, the rights necessary to authorize Licensee to distribute Included Programs in such Territory hereunder, provided that the foregoing does not arise as a result of a conflicting exploitation agreement entered into by Licensor or any SPE Entity after the Effective Date; (ii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory will violate the terms of any of Licensor ’s agreements with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party rights holder (but not distributor) or third party distributor (provided that Licensor entered into the applicable agreement with such distributor prior to the Effective Date); (iii) Licensor reasonably believes that Licensee’s continued distribution of Included Programs in such Territory may adversely affect Licensor’s material relations with any applicable third party that is a copyright owner, artist, composer, producer, director, publisher, performer or similar third party underlying rights holder (but not distributor); (iv) if Included Programs are placed on moratorium, as such term is customarily used in the home video distribution industry, or (v) upon thirty (30) days’ prior written notice, Licensor, or an Affiliate of Licensor, elects to theatrically re-release or reissue such Included Program or to make a theatrical or television remake, sequel or prequel of such Included Program. Notwithstanding anything to the contrary, Licensor may not withdraw an Included Program unless Licensor has withdrawn such Included Program from all Other Distributors (it being agreed and understood that a cause for withdrawal pursuant to subparts (i)-(iv) may be limited to the distribution of an Included Program over a specific platform(s), in which case Licensor need not withdraw such Included Programs from the platforms of all Other Distributors that are not affected by the same specific cause for such withdrawal). Licensor shall give Licensee written notice of any such withdrawal and the specific reasons therefor, and Licensee shall either (x) resolve the underlying cause of such withdrawal or (y) cease making such Included Program available for purcha...
WITHDRAWAL OF PROGRAMS. Licensor may withdraw any program and/or related materials at any time because of (a) an Event of Force Majeure, loss of rights, unavailability of necessary materials or any pending or potential litigation, judicial proceeding or regulatory proceeding or in order to minimize the risk of liability, for a DVD moratorium, (b) Licensor believes that the continued use, marketing, promotion, license, distribution and/or transmission of any Included Program hereunder may adversely affect Licensor’s relations with any applicable copyright owner, artist, composer, producer, director, publisher, or other third party rights holder; or (c) upon thirty (30) days’ prior written notice, if Licensor elects to theatrically re-release or reissue such program or make a theatrical, direct-to-video or television remake or sequel thereof. In the event of any withdrawal of an Included Program pursuant to this Article 6 before the last day of the License Period for such program, Licensor shall promptly commence a good faith attempt to replace the Included Program, which Licensee would have the right to exhibit for the remainder of the License Period of the withdrawn program as well as such other rights and obligations as if such substitute program were an Included Program. Withdrawal of an Included Program under this Article 6, or the failure to agree upon a substitute program or reduction in License Fee therefor, shall in no event be deemed to be, or in any way constitute a breach of this Agreement and Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of its business.
WITHDRAWAL OF PROGRAMS. Licensor may withdraw any Program and/or Promotional Elements at any time because of an event of force majeure, loss of rights or unauthorized availability of any Program, or any pending or potential litigation, judicial proceeding or regulatory proceeding or in order to minimize its risk of liability. Licensor shall provide a comparable replacement for any withdrawn Program acceptable to Licensee.
WITHDRAWAL OF PROGRAMS. (a) Notwithstanding any other term of this Agreement to the contrary, Licensor may, in its sole but reasonable discretion, withdraw any Program if Licensor determines that the transmission thereof would or might reasonably be expected to (i) infringe upon the rights of others; (ii) violate the law, court order, government regulation or other ruling of any governmental agency; or (iii) subject Licensor to any liability, other than due to a breach by Licensor of its covenants and representations in this Agreement.
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WITHDRAWAL OF PROGRAMS. Licensor may withdraw any Program and/or Promotional Elements at any time because of an event of force majeure, loss of rights, any suspected security breach or unauthorized availability of any Program, or any pending or potential litigation, judicial proceeding or regulatory proceeding or in order to minimize its risk of liability. Licensor shall provide a comparable replacement for any withdrawn Program acceptable to Licensee. EXHIBIT A Programs SEL Programs Bad Teacher Battle: Los Angeles Bridge on the River Kwai Karate Kid Salt Taxi Driver That’s My Boy The Amazing Spider-man The Other Guys Total Recall Xxxxxxxx of Arabia Other Programs Angels & Demons Funny Girl Ghostbusters Ground Hog Day Guns of Navarone Xxxxxxx Hard Times Xxxxx & Xxxxx Xxxxxx Men In Black Men In Black 2 Men In Black 3 Money Ball Philadelphia Premium Rush Spider-man Spider-Man 2 Spider-Man 3 The Holiday The Last Detail The Way We Were Think Like A Man Breaking Bad s.1 PILOT Breaking Bad s.1 e.2 Breaking Bad s.1 e.3 Breaking Bad s.1 e.4 Breaking Bad s.1 e.5 Breaking Bad s.1 e.6 Breaking Bad s.1 e.7 EXHIBIT B FORM OF 4K ULTRA HIGH DEFINITION CONTENT TERMS AND CONDITIONS [Please see Attached] Schedule C UHD Content Content Protection Requirements And Obligations for UHD/4k Content Definitions All defined terms used but not otherwise defined herein shall have the meanings given them in the Agreement. UHD (Ultra High Defintion) shall mean content with a resolution of 3840 x 2160. UHD is also known as “4k”. FILE AND MEDIA FORMAT OF AUDIO-VISUAL CONTENTS File and Media Format. The Programs shall be subject to SONY F1 Service Format Specification.
WITHDRAWAL OF PROGRAMS. 5.1 Licensor shall have the right to withdraw an Included Program upon written notice to Licensee, only: (i) because of loss of actual or threatened litigation or because Licensor in its reasonable good faith business judgment deems it necessary to prevent litigation or liability to either Licensor or Licensee with respect to such Included Program, which litigation and/or liability is not the result of a license or licenses entered into by Licensor in conflict with the license granted hereunder, (ii) Licensor has lost the rights to such Included Program, other than as the result of a license or licenses entered into by Licensor in conflict with the license granted hereunder, or (iii) in the event that Licensor intends to theatrically re-release such Included Program or theatrically release a remake of such Included Program.
WITHDRAWAL OF PROGRAMS. Licensor may withdraw any program and/or related materials at any time because of (a) an Event of Force Majeure, loss of rights, unavailability of necessary materials or any pending or potential litigation, judicial proceeding or regulatory proceeding or in order to minimize the risk of liability or for a DVD moratorium, or (b) upon thirty (30) days’ prior written notice, if Licensor elects to theatrically re-release or reissue such program or make a theatrical, direct-to-video or television remake or sequel thereof. Licensor does not currently anticipate that the Licensed Programs entitled Ghostbusters, Starship Troopers, The Fifth Element, Candyman and Snatch will be theatrically re-released or reissued or be made into a theatrical, direct-to-video or television remake or sequel thereof during such Licensed Programs’ respective License Periods set forth in Exhibit 1 as of the Effective Date of this Agreement, and agrees that if any of the foregoing events occur with respect to such Licensed Programs during the License Periods described in Exhibit 1, Licensor shall not exercise the withdrawal right described in this subsection (b). In the event of any withdrawal of a Licensed Program pursuant to this Article 6 before the last day of the License Period for such program, Licensor shall promptly commence a good faith attempt to agree with Licensee as to a substitute program, which Licensee would have the right to exhibit for the remainder of the License Period of the withdrawn program as well as such other rights and obligations as if such substitute program were a Licensed Program. Withdrawal of a Licensed Program under this Article 6, or the failure to agree upon a substitute program or reduction in License Fee therefor, shall in no event be deemed to be, or in any way constitute a breach of this Agreement and Licensee shall not be entitled to any rights or remedies as a result of such withdrawal including, without limitation, any right to recover for lost profits or interruption of its business.
WITHDRAWAL OF PROGRAMS. Licensor may withdraw any Included Programs or related materials at any time because of (a) an Event of Force Majeure, loss of rights, unavailability of necessary duplicating materials or any pending or threatened litigation, judicial proceeding or regulatory proceeding or in order to minimize the risk of liability in connection with a rights problem with such program, or (b) upon thirty days’ prior written notice, if Licensor elects to theatrically re-release or reissue such program or make a theatrical, DTV or television remake or sequel thereof. Withdrawal of an Included Program under this Article 7 shall in no event be deemed to be, or in any way constitute, a breach of this 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 Article 7. Without limiting the generality of the foregoing, Licensee shall not have any rights and hereby waives any right it may otherwise have been held to have, to recover for lost profits or interruption of its business based upon any such withdrawal.
WITHDRAWAL OF PROGRAMS. Licensor may withdraw any Included Programs or related materials at any time because of (a) an Event of Force Majeure, loss of rights, unavailability of necessary duplicating materials or any pending or threatened litigation, judicial proceeding or regulatory proceeding or in order to minimize the risk of liability in connection with a rights problem with such program, or (b) upon thirty days’ prior written notice, if Licensor elects to theatrically re-release or reissue such program or make a theatrical, home video or television remake or sequel thereof. Withdrawal of an Included Program under this Section 8 shall in no event be deemed to be, or in any way constitute, a breach of this Agreement and Licensee shall not be entitled to any rights or remedies as a result of such withdrawal. Without limiting the generality of the foregoing, Licensee shall not have any rights and hereby waives any right it may otherwise have been held to have, to recover for lost profits or interruption of its business based upon any such withdrawal.
