Common use of WITHDRAWAL OF PROGRAMS Clause in Contracts

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the Included Program, which Licensee would have the right to exhibit for the remainder of the License Period of the withdrawn program as well as such other rights and obligations as if such substitute program were an Included Program.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 related materials at any time because of (a) an Event of Force Majeure, loss of rights, unavailability of necessary materials or materials, any pending or potential litigation, judicial proceeding or regulatory proceeding or in order to minimize the risk of liability, for or 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 sixty (3060) days’ 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 Programagree 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 hereunder) 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 Agreement, and Licensee shall not be entitled to any rights or remedies as a result of such withdrawal 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 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, or (d) any reason in Licensor’s discretion. 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 Programagree 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 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 thereforprogram, 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 Licensed 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 potential threatened litigation, judicial proceeding or regulatory proceeding or in order to minimize the risk of liabilityliability in connection with a rights problem with such program, for a DVD moratorium, or (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-home 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 a Licensed Program under this Article 6, or the failure to agree upon a substitute program or reduction in License Fee therefor, Section 8 shall in no event be deemed to be, or in any way constitute constitute, a breach of this Agreement and Licensee shall not be entitled to any rights or remedies as a result of such withdrawal includingwithdrawal. Without limiting the generality of the foregoing, without limitation, 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 businessbusiness based upon any such withdrawal. In the event of any withdrawal of a Licensed Program pursuant to this Section 8 before the last day of the License Period for such Licensed Program, Licensor shall provide Licensee a replacement program for exhibition pursuant to the terms of this Agreement. Licensee shall have the right to exhibit such replacement program for the remainder of the License Period of the Licensed Program which was withdrawn. RETRANSMISSION. As between Licensor and Licensee, (a) Licensor is the owner of all retransmission and private copyrights, if any, in the Licensed Programs and all royalties or other monies collected in connection therewith, and (b) Licensee shall have no right to exhibit or authorize the exhibition of the Licensed Programs by means of retransmission or broadcast or to authorize the off-air copying of the Licensed Programs.

WITHDRAWAL OF PROGRAMS. Licensor may withdraw any program and/or Included Program 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 potential threatened litigation, judicial proceeding or regulatory proceeding in relation to such Included Program or in order to minimize the risk of liabilityliability in connection with a rights problem with such program, for a DVD moratorium, or (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 DTV 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 Programagree 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 an Included Program. Withdrawal of an Included Program under this Article 6, 7 or the failure to agree upon a substitute program or reduction in License Fee therefortherefore, shall in no event be deemed to be, or in any way constitute constitute, a breach of this Agreement and Licensee shall not be entitled to any rights or remedies as a result of such withdrawal includingwithdrawal, without limitationexcept 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 businessbusiness based upon any such withdrawal.

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 materials, any pending or potential litigation, judicial proceeding or regulatory proceeding or proceeding, in order to minimize the risk of liability, or for a DVD moratorium, or (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. If Licensor exercises such right of withdrawal, Licensee shall (i) remove such withdrawn Included Program from the Licensed Service within three (3) Business Days of receiving notice from Licensor if such Licensed Service is operated by Licensee or by an Authorized Operator that is an Affiliate of Licensee, and (ii) use commercially reasonable best efforts to remove such withdrawn Included Program from the Licensed Service within three (3) Business Days of receiving notice from Licensor (but in no event later than five (5) Business Days) if such Licensed Service is operated by an Authorized Operator that is not an Affiliate of Licensee. 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 provide Licensee with a good faith attempt to replace the Included Programsubstitute 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, 6 shall in no event be deemed to be, or in any way constitute a breach of this Agreement and except as provided herein, 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 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, or (d) any reason in Licensor’s discretion. 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 Programagree 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 an Included Program. Withdrawal of an Included Program under this Article 666, or the failure to agree upon a substitute program or reduction in License Fee thereforprogram, 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 related materials at any time because of (a) because of an Event of Force Majeure, loss of rights, unavailability of necessary materials or materials, any pending or potential litigation, judicial proceeding or regulatory proceeding proceeding; or in order to minimize the risk of liability, ; or in order to avoid materially harming Licensor’s relationship with a third party; or for a DVD home video 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 (cb) 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 5 before the last day of the License Period for such program, Licensor shall promptly commence a good faith attempt to replace the Included Programagree 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 an Included Program. Program.]46 Withdrawal of an Included Program under this Article 65[, or the failure to agree upon a substitute program or reduction in License Fee therefor, program,] 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 Included Series 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, or (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 Series or make a theatrical, direct-to-direct to video or television remake or sequel thereof; provided that such Included Series is removed from all Other SVOD Distributor’s online services in the Territory to which the reason for such removal is equally applicable. Licensor shall not withdraw any Included Series hereunder merely to frustrate Licensee’s right to exhibit such Included Series hereunder. In the event of any withdrawal of an Included Program Series pursuant to this Article 6 Section 7 before the last day of the License Period for such programIncluded Series, Licensor shall promptly commence a good faith attempt to replace agree with Licensee as to a substitute Included Series (which shall be a comparable picture to the Included ProgramSeries withdrawn (using the criteria set forth in Section 1.12). In the event the parties cannot agree to a substitute Series, which Licensee would have the right to exhibit for the remainder Licensor shall promptly refund a pro rata portion of the License Period of Fee applicable to the withdrawn program as well as such other rights and obligations as if such substitute program were an Included ProgramSeries. Withdrawal of an Included Program Series under this Article 6Section 7, or the failure to agree upon a substitute program or reduction in License Fee Series therefor, shall in no event be deemed to be, or in any way constitute a breach of this Agreement and and, except as otherwise provided in this provision, 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 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) 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 a Licensed Program pursuant to this Article 6 before the last day of the last License Period for such program, Licensor shall promptly commence a good faith attempt to replace the Included Programagree 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 an Included a Licensed Program. In the event acceptable replacement content is not provided, the License fees set forth in Setion 4.1 shall be reduced on a pro-rata basis for each Licensed Program and corresponding lost License Period. Withdrawal of an Included a Licensed Program under this Article 6, or the failure to agree upon a substitute program or reduction in License Fee (except as noted in the preceding sentence) 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 Included 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, or (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-direct to video or television remake or sequel thereof; provided that such Included Program is removed from all Other SVOD Distributor’s online services in the Territory to which the reason for such removal is equally applicable. Licensor shall not withdraw any Included Program hereunder merely to frustrate Licensee’s right to exhibit such Included Program hereunder. In the event of any withdrawal of an Included Program pursuant to this Article 6 Section 7 before the last day of the License Period for such programIncluded Program, Licensor shall promptly commence a good faith attempt to replace agree with Licensee as to a substitute Included Program (which shall be a Comparable Picture). In the Included Programevent the parties cannot agree to a substitute program, which Licensee would have the right to exhibit for the remainder Licensor shall promptly refund a pro rata portion of the License Period of Fee applicable to 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 6Section 7, 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 and, except as otherwise provided in this provision, 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 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, or (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 FVOD Included Program pursuant to this Article 6 5 before the last day of the License Period for such program, Licensor shall promptly commence a good faith attempt to replace the Included Programagree 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 an FVOD Included Program. Withdrawal of an FVOD Included Program under this Article 65, 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. Licensor acknowledges that its right to withdraw FVOD Included Programs is intended solely as a right to remove individual titles and is not intended as a means for more broadly terminating Licensee’s rights to distribute Licensor’s titles on a FVOD basis.

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, or (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 5 before the last day of the License Period for such program, Licensor shall promptly commence a good faith attempt to replace the Included Programagree 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 an Included Program. Withdrawal of an Included Program under this Article 65, 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. Licensor acknowledges that its right to withdraw Included Programs is intended solely as a right to remove individual titles and is not intended as a means for more broadly terminating Licensee’s rights to distribute Licensor’s titles on a VOD basis.