1
REGISTRATION RIGHTS AGREEMENT
BETWEEN
EMAP PLC
AND
VIDEO JUKEBOX NETWORK, INC.
DATED: OCTOBER 30, 1996
2
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated the 30th day of October, 1996
between EMAP PLC., an English company (the "Purchaser"), and VIDEO JUKEBOX
NETWORK, INC., a Florida corporation (the "Company").
RECITALS:
A. The Company and the Purchaser have entered into a Stock
Purchase Agreement, dated as of October 30, 1996 (the "Stock Purchase
Agreement"), pursuant to which the Purchaser has agreed to purchase 1,666,667
shares (the "Preferred Shares") of the Company's 6% convertible redeemable
preferred shares, par value $0.15 per share.
B. Pursuant to the terms of the Stock Purchase Agreement, the
Preferred Shares are convertible into shares (the "Conversion Shares") of the
Company's common stock, par value $.001 per share ("Common Stock").
C. As an inducement to the Purchaser to purchase and acquire the
Preferred Shares, the Company has agreed to grant the rights set forth herein
for all "Demand Registrable Securities" of the Purchaser (as such terms are
defined in Article I below).
NOW, THEREFORE, in consideration of the foregoing, of the mutual
promises herein contained, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending legally to be bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms have following meanings
and include the plural as well as the singular:
1.1 "Affiliate" means with respect to any Person, any other Person
that, directly or indirectly, controls, is controlled by or is under common
control with, such Person. For the purpose of this definition, "control"
(including the terms "controlled by" and "under common control with"), as used
with respect to any Person, shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management and policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise.
1.2 "Commission" means the United States Securities and Exchange
Commission.
1.3 "Common Stock" shall have the meaning set forth in Recital B
hereof.
1.4 "Conversion Shares" shall have the meaning set forth in
Recital B hereof.
3
1.5 "Demand Registrable Securities" means, the Conversion Shares
resulting from the Purchaser's exercising its conversion rights under the terms
of the Preferred Shares. However, any such shares shall be "Demand Registrable
Securities" only so long as they are "Restricted Securities". Any share or
other security shall be deemed a "Restricted Security" until such time as such
share or other security: (a) has been effectively registered under the
Securities Act and disposed of in accordance with the registration statement
covering it to a Person who is eligible to resell such share or other security
under Section 4(1) of the Securities Act (or any similar provision then in
force) without compliance with Rule 144 (or any similar rule then in effect) or
any other rule under the Securities Act; or (b) has been sold pursuant to Rule
144 (or any similar provision then in force) under the Securities Act to a
Person who is eligible to resell such share or other security under Section
4(1) of the Securities Act (or any similar provision then in force) without
compliance with Rule 144 (or any similar rule then in effect) or any other rule
under the Securities Act.
1.6 "Demand Registration" shall have the meaning set forth in
Section 2.1 hereof.
1.7 "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
1.8 "Island" means Island Trading Company, Inc. a New York
corporation.
1.9 "Island Stock Purchase Agreement" means that certain Stock
Purchase Agreement, dated as of April 21, 1994, by and between the Company and
Island.
1.10 "Person" means any individual, partnership, firm, corporation,
limited liability company, joint venture, association, trust, unincorporated
organization or other entity, as well as any syndicate or group that would be
deemed to be a person under Section 13(d)(3) of the Exchange Act.
1.11 "Piggyback Registrable Securities" means any securities which
are eligible for piggyback registration rights under the TCIL Stock Purchase
Agreement, the Island Stock Purchase Agreement and the StarNet/CEA Stock
Purchase Agreement.
1.12 "Piggyback Registration" means a registration statement used
for the registration of Piggyback Registrable Securities.
1.13 "Preferred Shares" shall have the meaning set forth in Recital
A hereof.
1.14 "Registration Expenses" shall have the meaning set forth in
Section 4.3 hereof.
1.15 "Securities Act" means the Securities Act of 1933, as amended.
1.16 "StarNet/CEA" means StarNet /CEA II Partners, a Delaware
general partnership.
2
4
1.17 "StarNet/CEA Stock Purchase Agreement" means that certain
Stock and Note Purchase Agreement, dated as of August 24, 1993, by and between
the Company and StarNet/CEA.
1.18 "Stock Purchase Agreement" shall have the meaning set forth in
Recital A hereof.
1.19 "TCIL Stockholder(s)" means TCI Liberty, Inc., a Delaware
corporation ("TCIL") and any other person who, from time to time may be and at
the time of such determination, is a "Stockholder" as defined in the TCIL Stock
Purchase Agreement.
1.20 "TCIL Stock Purchase Agreement" means that certain Stock
Purchase Agreement, dated as of November 21, 1990, by and between the Company
and TCIL.
ARTICLE II
DEMAND REGISTRATION RIGHTS.
2.1 Requests for Registration. Subject to the limitations set
forth in Section 2.5 hereof, the Purchaser may request registration under the
Securities Act of all or part of their Demand Registrable Securities on Form
S-1 or any other registration form available for use by the Company (a "Demand
Registration"). The request for a Demand Registration shall specify the number
of Demand Registrable Securities requested to be registered and the anticipated
per share price range for such offering. However, (a) the Company shall not be
required to effectuate the Demand Registration if the Company promptly delivers
to the Purchaser an unqualified written opinion, addressed to Purchaser, of the
Company's legal counsel to the effect that the Purchaser could immediately sell
all of the Demand Registrable Securities requested to be included in such
Demand Registration, under Rule 144 promulgated under the Securities Act; (b)
the Company may postpone, for a reasonable period of time not to exceed 90 days
(but in any event not to extend beyond the date of public disclosure of the
information, or the date of abandonment or termination of the transactions or
negotiations, hereinafter referred to), the filing of a registration statement
otherwise required to be prepared and filed by it pursuant to this subsection
2.1 if: (i) at the time the Company receives a registration request, the
Company's Board of Directors determines, in good faith and in its reasonable
business judgment, that (A) such Demand Registration would require the public
disclosure of material non-public information concerning any pending or ongoing
material transaction or negotiations involving the Company which, in the
opinion of the Company's outside legal counsel, is not yet required to be
publicly disclosed, and (B) such disclosure would materially interfere with
such transaction or negotiations or have a material adverse effect on the
Company, and (ii) the Company diligently and in good faith continues to pursue
such transaction or negotiations throughout the period of such postponement.
2.2 Priority on Demand Registration. If the Demand Registration
is for, or includes, an underwritten public offering and if the managing
underwriter or underwriters of such offering advise the Company in writing
that, in its or their reasonable opinion, the number of Demand Registrable
Securities proposed to be sold in such public offering exceeds the number which
can be sold in such public offering, the Company will include in such
registration for such public
3
5
offering, as the case may be, only the number of Demand Registrable Securities
which, in the opinion of such underwriter or underwriters, can be sold in such
offering or distributed by such method as follows: (i) first, the securities
requested to be included in such offering by the TCIL Stockholders, pursuant to
the TCIL Stock Purchase Agreement; (ii) second, the securities requested to be
included in such offering by Island pursuant to the Island Stock Purchase
Agreement; (iii) third, the Demand Registrable Securities held by the Purchaser
requested to be included in such offering; and (iii) fourth, the securities
requested to be included in such offering and which are held by any Person
other than the TCIL Stockholders, Island and the Purchaser.
2.3 Selection of Underwriters. If the Demand Registration is for
or includes an underwritten offering, the Purchaser shall select the managing
underwriter or underwriters to administer such offering, who shall be
reasonably satisfactory to the Company.
2.4 Demand Expenses. Subject to the limitations set forth in
Section 2.5 hereof, the Company shall pay for all Registration Expenses
relating to the Demand Registration.
2.5 Limitations on Demand Rights. The Purchaser may only request
two (2) Demand Registrations. A registration will not count as the permitted
Demand Registration: (a) until it has become effective; and (b) unless the
Purchaser is able to register and sell at least 75% of the Demand Registrable
Securities requested to be included in such registration. After the Demand
Registrable Securities have been registered, the Purchaser shall have no
obligation to sell any or all of such securities. The Purchaser may not
request the Demand Registration after the fifth anniversary (the "Fifth
Anniversary") of the issuance of the Preferred Shares. However, if the Company
fails to give notice of the expiration of the Demand Registration rights (the
"Termination Notice") to the Purchaser, at least six months prior to the Fifth
Anniversary, then the Purchaser may exercise the Demand Registration rights at
any time up to six months after receiving the Termination Notice from the
Company (whenever received).
ARTICLE III
REGISTRATION PROCEDURES
3.1 Procedure. With respect to any Demand Registration, the
Company, subject to Article II above, shall use its best efforts to effect the
registration of all the Demand Registrable Securities, which Purchaser has
requested to be included therein, as quickly as practicable. In connection
with any such request, the Company shall do the following as expeditiously as
possible:
(a) prepare and file with the Commission a registration
statement on any form for which the Company then qualifies and which is
available for the registration of the Demand Registrable Securities requested
to be registered;
(b) include in the registration on such form all the
Demand Registrable Securities requested to be included and use its best efforts
to cause such registration statement to become effective; provided, however,
that at least ten days before filing such registration
4
6
statement or any prospectus or any amendment or supplement thereto, including
documents to be incorporated by reference upon or after the initial filing of
such registration statement, the Company will furnish to the Purchaser copies
of all such documents proposed to be filed (including documents to be
incorporated by reference therein), which documents will be subject to the
reasonable review and comments of the Purchaser;
(c) unless the Company qualifies to use a Form S-3
registration statement or any similar form then in effect, prepare and file
with the Commission such amendments and post-effective amendments and
supplements to the registration statement or any prospectus as may be necessary
to keep the registration statement effective for a period of not more than
ninety (90) days and comply with the provisions of the Securities Act
applicable to the Company with respect to the disposition of all the Demand
Registrable Securities covered by such registration statement or any supplement
to any such prospectus;
(d) if the Company qualifies to use a Form S-3
registration statement or any similar form then in effect and if the Company
receives a request for a Demand Registration, prepare and file with the
Commission such registration statement to permit the offering of the Demand
Registrable Securities to be made on a continuous basis pursuant to Rule 415
(or any similar rule that may be adopted by the Commission) under the
Securities Act (a "Shelf Registration") and keep the Shelf Registration current
and continuously effective until the Purchaser can sell the Demand Registrable
Securities without registration under the Securities Act in accordance with
Rule 144 under the Securities Act, as such Rule may be amended from time to
time;
(e) furnish to Purchaser such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus
included in such registration statement and such other documents as Purchaser
may reasonably request;
(f) use its best efforts to register or qualify such
Demand Registrable Securities under such other securities or blue sky laws of
such jurisdiction as Purchaser reasonably requests and do any and all other
acts and things which may be reasonably necessary or advisable to enable
Purchaser to consummate the disposition in such jurisdiction (provided that the
Company will not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
subparagraph, (ii) subject itself to taxation in any such jurisdiction or (iii)
consent to general service of process in any such jurisdiction);
(g) notify Purchaser at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in such
registration statement contains an untrue statement of material fact or omits
any fact necessary to make the statements therein not misleading, and, at the
request of Purchaser, the Company will prepare a supplement or amendment to
such prospectus so that, as thereafter delivered to subsequent purchasers of
such Demand Registrable Securities, such prospectus will not contain an untrue
statement of a material fact or omit to state any fact necessary to make the
statements therein not misleading;
5
7
(h) cause all such Demand Registrable Securities, to be
listed on each securities exchange on which similar securities issued by the
Company are then listed and, if not so listed, to be listed on the NASD
automated quotation system ("NASDAQ");
(i) provide a transfer agent and registrar for all such
Demand Registrable Securities, not later than the effective date of such
registration statement;
(j) enter into such customary agreements (including
underwriting agreements in customary form) and take all such other actions as
Purchaser or the underwriters, if any, reasonably request in order to expedite
or facilitate the disposition of such Demand Registrable Securities,
(including, without limitation, effecting a stock split or a combination of
shares);
(k) make available for inspection by Purchaser, any
underwriter participating in any distribution pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
seller or underwriter, all financial and other records, pertinent corporate
documents and properties of the Company (collectively, the "Records") to the
extent reasonably necessary to enable such person to exercise their due
diligence responsibilities and cause the Company's officers, directors,
employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in
connection with such registration statement. Records and other information
which the Company determines, in good faith, to be confidential and of which
determination the Purchaser is notified shall not be disclosed by the Purchaser
unless (i) the disclosure of such Records or other information, in the opinion
of counsel reasonably acceptable to the Company, is necessary to avoid or
correct a misstatement or omission in the registration statement, any
preliminary prospectus, any prospectus or prospectus supplement, or (ii) the
release of such Records or other information is ordered pursuant to subpoena,
court order or request by a governmental authority or otherwise is required by
applicable law or (iii) the information in such Records or such other
information is generally available to the public. Purchaser shall, upon
learning that disclosure of such Records is sought in a court of competent
jurisdiction or by governmental authority, give notice to the Company and allow
the Company, at the expense of the Company, to undertake appropriate action to
prevent disclosure of the Records deemed confidential;
(l) in the event of the issuance of any stop order
suspending the effectiveness of a registration statement, or of any order
suspending or preventing the use of any related prospectus or suspending the
qualification of any common stock included in such registration statement for
sale in any jurisdiction, use its reasonable best efforts promptly to obtain
the withdrawal of such order;
(m) use its best efforts to obtain a "cold comfort"
letter from the independent public accountants of the Company which is
addressed to the Purchaser and any underwriters and contains such matters of
the type customarily covered by "cold comfort" letters; and
6
8
(n) use its best efforts to obtain an opinion from
counsel for the Company which is addressed to the Purchaser and contains such
matters of the type customarily covered by counsel for the issuer of
securities.
3.2 Affidavits of Purchaser. With respect to any Demand
Registration, the Purchaser shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with the registration of the Demand Registrable Securities.
ARTICLE IV
RESTRICTIONS ON PUBLIC SALE; REGISTRATION EXPENSES
4.1 Public Sale by Purchaser. Purchaser shall not effect any
public sale or distribution of Demand Registrable Securities, of any class or
series being registered in a Demand Registration or Piggyback Registration for
offering to the public, any similar security issued by the issuer of such class
or series or any security exchangeable or exercisable for or convertible into
any such class or series of any such Demand Registrable Securities or any such
similar security, including a sale pursuant to Rule 144 (or any similar rule
then in force) under the Securities Act, during, in the case of a Piggyback
Registration, the fourteen (14) days prior to, and during the ninety (90) day
period beginning on, the effective date of the Piggyback Registration (except
as part of such registration or pursuant to registrations on Form S-4 or S-8 or
any successor form to either such form) and, in the case of any Demand
Registration, the period commencing on the date of filing the Demand
Registration and ending on the 120th day following the effective date of the
Demand Registration (except as part of such Demand Registration), if and to the
extent requested by the Company, in the case of a non-underwritten public
offering, or if and to the extent requested by the managing underwriter or
underwriters, in the case of an underwritten public offering.
4.2 Public Sale by the Company and Others. Neither the Company
nor any of its Affiliates (other than Purchaser, if deemed to be an Affiliate)
will effect any public sale or distribution of any securities of any class or
series being registered in a Piggyback Registration or Demand Registration for
offering to the public, any similar security issued by the issuer of such class
or series or any security convertible into or exchangeable or exercisable for
any such security during, in the case of a Piggyback Registration, the fourteen
(14) days prior to, and during the ninety (90) day period beginning on, the
effective date of the Piggyback Registration (except as part of such
registration or pursuant to registrations on Form S-4 or S-8 or any successor
form to either such form) and, in the case of any Demand Registration, the
period commencing on the date of filing the Demand Registration and ending on
the 120th day following the effective date of the Demand Registration.
4.3 Registration Expenses. The Company shall pay for all costs
and expenses ("Registration Expenses") of each registration hereunder,
including, but not limited to, the following: (i) registration and filing fees,
(ii) fees and expenses relating to the Company's compliance with securities or
blue sky laws (including reasonable fees and disbursements of
7
9
counsel in connection with blue sky qualifications), (iii) expenses incident to
the preparation, printing and filing of the registration statement, each
preliminary prospectus and definitive prospectus and each amendment or
supplement to any of the foregoing and copies thereof, (iv) internal expenses
(including, without limitation, all salaries and expenses of officers and
employees of the Company performing legal or accounting duties), (v) fees and
expenses incurred in connection with the listing of the Demand Registrable
Securities, (vi) fees and disbursements of counsel for the Company and fees and
expenses of independent certified public accountants retained by the Company,
(vii) fees and expenses of any special experts retained by the Company in
connection with such registration, (viii) fees and expenses associated with any
filings with or submission to the NASD (including, if applicable, the fees and
expenses of any "qualified independent underwriters," as such term is defined
in Schedule E of the By-laws of the NASD, and its counsel), and (ix) fees of
each investment banking firm required to be retained or consulted pursuant to
the terms of this Registration Rights Agreement. The Company shall not have
any obligation to pay any underwriting fees, discounts or commissions
attributable to the sale of Demand Registrable Securities, as the case may be,
by the Purchaser, or, except as otherwise provided in the immediately
preceding sentence, any out-of-pocket expenses of the Purchaser (or any agents
who manage their accounts) or fees and disbursements of any counsel for the
Purchaser.
ARTICLE V
INDEMNIFICATION AND CONTRIBUTION
5.1 Indemnification by the Company. The Company shall indemnify
the Purchaser, its officers and directors and each Person who controls
Purchaser (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities and expenses caused by any untrue or alleged
untrue statement of material fact contained in any registration statement,
preliminary prospectus or definitive prospectus or any amendment thereof or
supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by Purchaser specifically for
use in the preparation thereof or by Purchaser's failure, if required, to
deliver a copy of the registration statement or prospectus or any amendments or
supplements thereto after the Company has furnished Purchaser with a sufficient
number of copies of the same. In connection with an underwritten offering, the
Company will indemnify such underwriters, their officers and directors and each
Person who controls such underwriters (within the meaning of the Securities
Act) to the same extent as provided above with respect to the indemnification
of the Purchaser.
5.2 Indemnification by the Purchaser. In connection with any
registration statement in which the Purchaser is participating, the Purchaser
shall indemnify the Company, its directors and officers and each Person who
controls the Company (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses resulting from any untrue or
alleged untrue statement of material fact contained in the registration
statement, preliminary prospectus or definitive prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make
8
10
the statements therein not misleading, but only to the extent that such untrue
statement or omission is contained in information furnished by the Purchaser to
the Company specifically for use in the preparation of such registration
statement or prospectus.
5.3 Procedure. Any Person entitled to indemnification hereunder
will: (a) give prompt written notice to the indemnifying party of any claim
with respect to which it seeks indemnification, provided that the failure of
any indemnified party to give notice shall not relieve the indemnifying party
of its obligations hereunder except to the extent the indemnifying party is
actually prejudiced by such failure; and (b) unless in such indemnified party's
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the
indemnifying party will not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent will not be
unreasonably withheld). An indemnifying party who is not entitled to, or
elects not to assume the defense of a claim will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable
judgment of any indemnified party a conflict of interest may exist between such
indemnified party and any other of such indemnified parties with respect to
such claim.
5.4 Survival. The indemnification provided for under this
Agreement will remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or
controlling Person of such indemnified party and will survive the transfer of
securities.
5.5 Contribution. If the indemnification provided for in this
Article V from the indemnifying party is unavailable to the indemnified party,
then the indemnifying party, instead of indemnifying the indemnified party,
shall contribute to and pay the amount paid or payable by such indemnified
party as a result of the loss, claim, damage, liability or expenses
(collectively, the "Claim") giving rise to indemnification hereunder in such
proportion as is appropriate to reflect the relative fault of the indemnifying
and indemnified party in connection with the actions which gave rise to the
Claim. The relative fault of the indemnifying party and the indemnified party
shall be determined by reference to, among other things, whether the action in
question has been made by, or relates to, information supplied by such
indemnifying party or indemnified party, and the parties' relevant intent,
knowledge, access to information and opportunity to correct or prevent such
action. The Company and the Purchaser agree that it would not be just and
equitable if contribution and payment pursuant to this Section 5.5 were
determined by pro rata allocation or by any other allocation method which does
not take into account the equitable considerations referred to in the preceding
sentence. The amount paid or payable as a result of a Claim shall include any
legal or other fees and expenses reasonably incurred by such party in
connection with such Claim. However, no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contributions and payment from any Person who was not
guilty of such fraudulent misrepresentation.
9
11
ARTICLE VI
CERTAIN COVENANTS; AMENDMENTS
6.1 Participation in Underwritten Registrations. No Person may
participate in any underwritten registration hereunder unless such Person: (a)
agrees to sell its securities on the basis provided in any underwriting
arrangements reasonably approved by the Persons entitled hereunder to approve
such arrangements; and (b) accurately completes and executes all
questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents customarily required under the terms of such underwriting
arrangements.
6.2 Rule 144. The Company shall file, on a timely basis, any
reports required to be filed by it under the Securities Act and the Exchange
Act so as to enable Purchaser to sell the Demand Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by: (a) Rule 144 under the Securities Act, as such Rule may be amended
from time to time; or (b) any similar rule adopted by the Commission.
6.3 Amendments and Waivers. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers of or consents to departures from the provisions
hereof may not be given, unless approved in writing by the Company and the
Purchaser.
ARTICLE VII
MISCELLANEOUS
7.1 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made (and
shall be deemed to have been duly given or made) upon the earliest to occur of
(a) receipt, if made by personal service, (b) three days after dispatch, if
made by reputable overnight courier service, (c) upon the delivering party's
receipt of a written confirmation of a transmission made by cable, by telecopy,
by telegram, or by telex or (d) seven days after being mailed by registered or
certified mail (postage prepaid, return receipt requested) to the respective
parties at the following addresses (or at such other address for a party as
shall be specified in a notice given in accordance with this Section 7.1):
(a) if to EMAP:
0 Xxxxxxx Xxxxx
Xxxxxxx
Xxxxxxxxxxxx XX0 0XX
Attention: The Company Secretary
Telecopy: (01733) 312115
10
12
(b) if to VJN:
0000 Xxxxxxx Xxx.
Xxxxx Xxxxx, Xxxxxxx 00000
Attention: Chief Financial Officer
Telecopy: (000) 000-0000
with a copy to:
Xxxxx, Mandler, Croland, Xxxxxxxxx &
Xxxxxxx, P.A.
000 Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
Telecopy: (000) 000-0000
7.2 Entire Agreement. This Agreement constitutes the final
written expression of all of the agreements between the parties as to the
subject matter hereof.
7.3 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida as such laws are
applied by Florida courts to agreements entered into and to be performed in
Florida by and between residents of Florida.
7.4 Headings. Headings of the Sections of this Agreement are for
the convenience of the parties only, and shall be given no substantive or
interpretive effect whatsoever.
7.5 Severability. If for any reason whatsoever, any one or more
of the provisions of this Agreement shall be held or deemed to be inoperative,
unenforceable or invalid as applied to any particular case or in all cases,
such circumstances shall not have the effect of rendering such provision
invalid in any other case or of rendering any of the other provisions of this
Agreement inoperative, unenforceable or invalid.
7.6 Assignability. This Agreement and the rights and duties
hereunder may not be assigned or assumed by operation of law or otherwise
without the express prior written consent of the other parties hereto (which
consent may be granted or withheld in the sole discretion of such other
parties, as applicable).
7.7 Arbitration. Any controversy or claim arising out of or
relating to this Agreement, or its breach which is not settled between the
parties, shall be settled by arbitration in accordance with the then governing
rules of the American Arbitration Association, with proceedings to take place
in Miami, Florida. Judgment upon any arbitration award may be entered and
enforced in any court of competent jurisdiction. An arbitration award may
cover all costs, legal fees and other charges reasonably incurred by the
prevailing party in such proceedings.
11
13
7.8 Binding Effect; Benefits. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Notwithstanding anything contained in this
Agreement to the contrary, nothing in this Agreement, expressed or implied, is
intended to confer on any person other than the parties hereto or their
respective heirs, successors, executors, administrators or permitted assigns
any rights, remedies, obligations or liabilities under or by reason of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
EMAP plc
By: /s/ Xxxxx Xxxxx
-----------------------------------
Name:
-----------------------------------
Title:
----------------------------------
VIDEO JUKEBOX NETWORK, INC.
By: /s/ Xxxx XxXxxxx
-----------------------------------
Name:
-----------------------------------
Title:
----------------------------------
12
