Common use of Distributor’s Undertakings and Warranties Clause in Contracts

Distributor’s Undertakings and Warranties. 7.1 The Distributor warrants undertakes and agrees with Pathe: (a) not by any act or omission to impair or prejudice the copyright in the Film or to allow any third party to obtain any lien or right to possess any materials in connection with the Film and to take all necessary steps to have the copyright in the Film protected throughout the Territory during the Term; (b) not to enter the Film for presentation in any festival or similar event without the prior approval of Pathe; (c) not to give charity performances or other free performances of the Film without the prior approval of Pathe and at all times to exhibit the Film only in its entirety; (d) not to permit or suffer any of the Delivery Materials to be duplicated otherwise than in proper performance of this Agreement or permit the Delivery Materials or any other materials created from them to be taken out of the Territory or otherwise licensed beyond the Term; (e) that it is authorised to enter into and give effect to this Agreement and that the Distributor is not a nominee or agent of any undisclosed principal; (f) to submit the Film to all competent censorship authorities and to keep Pathe fully informed as to the same and, subject always to these Standard Terms & Conditions, to make cuts required by any such competent censorship authorities; (g) not to permit or authorise the exhibition or broadcast of the Film under such circumstances or in such places or by such means as may infringe the music performing rights in the Film, it being expressly acknowledged that the Rights are subject to the rights of composers, authors, music publishers and performing rights societies with regard to the performance of the music synchronised with the Film; (h) to give full particulars to Pathe in writing immediately of any claim or threatened claim arising out of the exploitation of the Film; (i) other than as provided these Standard Terms & Conditions, the Distributor shall not itself cut edit or otherwise alter the Film or the main and end titles of the Film nor shall it authorise or permit the same, and in no event shall the Distributor cut fade or otherwise fail to exhibit the credit titles trade marks logos and copyright notices and symbols on any materials supplied or manufactured hereunder in relation to the Film; (j) to comply with all credit obligations as advised by Pathe and not to make or permit to be made in any advertising publicity or otherwise statements which may be understood to be an endorsement of any production article or service other than the Film itself by anyone associated with the Film; (k) not to apply revenues derived from the exploitation of the Film against liabilities for or in connection with the distribution or exploitation of any other film whether or not the licence therein was granted by Pathe; (l) to pay the Consideration and all other sums payable under this Agreement promptly on the due dates, time being of the essence. Any sums outstanding and unpaid shall bear interest at the rate of half a per cent (0.50%) for each week. This sub-clause shall not prejudice any rights of termination or other rights available to Pathe under this Agreement; (m) to pay all royalties (if any) due to collection societies in the Territory (including, without limitation PRS and/or SACEM or its affiliated agencies and/or societies) with respect to performing rights in the music contained in the Film and, if any, the mechanical reproduction on Videograms of the music contained in the Film (any such payments to be recouped by Distributor as a distribution expense); 7.2 Distributor further warrants and undertakes to indemnify Pathe and keep Pathe and any Licensor (as the same may be defined in the Deal Terms) indemnified from and against all actions proceedings costs claims damages and demands howsoever and whensoever incurred or arising or paid by Pathe and/or Licensor or awarded to or against Pathe and/or Licensor in respect of or arising out of any breach or non-performance by the Distributor of all or any of the Distributor's warranties undertakings or obligations in this Agreement;

Distributor’s Undertakings and Warranties. 7.1 The Distributor warrants undertakes and agrees with Pathe: (a) not by any act or omission to impair or prejudice the copyright in the Film or to allow any third party to obtain any lien or right to possess any materials in connection with the Film and to take all necessary steps to have the copyright in the Film protected throughout the Territory during the Term; (b) not to enter the Film for presentation in any festival or similar event without the prior approval of Pathe; (c) not to give charity performances or other free performances of the Film without the prior approval of Pathe and at all times to exhibit the Film only in its entirety; (d) not to permit or suffer any of the Delivery Materials to be duplicated otherwise than in proper performance of this Agreement or permit the Delivery Materials or any other materials created from them to be taken out of the Territory or otherwise licensed beyond the Term; (e) that it is authorised to enter into and give effect to this Agreement and that the Distributor is not a nominee or agent of any undisclosed principal; (f) to submit the Film to all competent censorship authorities and to keep Pathe fully informed as to the same and, subject always to these Standard Terms & Conditions, to make cuts required by any such competent censorship authorities; (g) not to permit or authorise the exhibition or broadcast of the Film under such circumstances or in such places or by such means as may infringe the music performing rights in the Film, it being expressly acknowledged that the Rights are subject to the rights of composers, authors, music publishers and performing rights societies with regard to the performance of the music synchronised with the Film; (h) to give full particulars to Pathe in writing immediately of any claim or threatened claim arising out of the exploitation of the Film; (i) other than as provided these Standard Terms & Conditions, the Distributor shall not itself cut edit or otherwise alter the Film or the main and end titles of the Film nor shall it authorise or permit the same, and in no event shall the Distributor cut fade or otherwise fail to exhibit the credit titles trade marks logos and copyright notices and symbols on any materials supplied or manufactured hereunder in relation to the Film; (j) to comply with all credit obligations as advised by Pathe and not to make or permit to be made in any advertising publicity or otherwise statements which may be understood to be an endorsement of any production article or service other than the Film itself by anyone associated with the Film; (k) not to apply revenues derived from the exploitation of the Film against liabilities for or in connection with the distribution or exploitation of any other film whether or not the licence therein was granted by Pathe; (l) to pay the Consideration and all other sums payable under this Agreement promptly on the due dates, time being of the essence. Any sums outstanding and unpaid shall bear interest at the rate of half a per cent percent (0.50%) for each week. This sub-clause shall not prejudice any rights of termination or other rights available to Pathe under this Agreement; (m) to pay all royalties (if any) due to collection societies in the Territory (including, without limitation PRS and/or SACEM or its affiliated agencies and/or societies) with respect to performing rights in the music contained in the Film and, if any, the mechanical reproduction on Videograms of the music contained in the Film (any such payments to be recouped by Distributor as a distribution expense); 7.2 Distributor further warrants and undertakes to indemnify Pathe and keep Pathe and any Licensor (as the same may be defined in the Deal Terms) indemnified from and against all actions proceedings costs claims damages and demands howsoever and whensoever incurred or arising or paid by Pathe and/or Licensor or awarded to or against Pathe and/or Licensor in respect of or arising out of any breach or non-performance by the Distributor of all or any of the Distributor's warranties undertakings or obligations in this Agreement;