Common use of Miscellaneous Clause in Contracts

Miscellaneous. 11.1 Except as expressly permitted herein (if at all), the Distributor shall not be entitled to assign license charge or otherwise deal with any of its rights and obligations under this Agreement without the prior written approval of Pathe and notwithstanding any such approval the Distributor shall remain primarily liable to Pathe under this Agreement. Pathe shall be free to assign the benefit of this Agreement to any third party. 11.2 The rights licensed under this Agreement shall be treated as separate and apart from any other rights licensed or to be licensed by Pathe to Distributor. Payments applicable to this Agreement shall therefore be treated as separate and apart from payments due to Pathe by Distributor under any other agreements between Pathe and Distributor, and the payments due under this Agreement shall therefore not be cross-collateralised or set-off against any payments due to Pathe under any other agreements, nor shall claims made by Distributor in relation to any other agreements it may have with Pathe be set-off or cross-collateralised with any payments due to Pathe under this Agreement. 11.3 Nothing in this Agreement shall be deemed to constitute a partnership between the parties and the Distributor shall not hold itself out as the agent of Pathe or the Licensor. 11.4 No waiver by a party of any breach of any of the provisions of this Agreement shall be construed as a continuing waiver or a waiver of any preceding or succeeding breach of the same or any other provision. 11.5 This Agreement constitutes the entire agreement between the parties and supersedes any and all arrangements whether oral or written relating to the Film (including, if entered into, the Memorandum of Agreement between Pathe and the Distributor in respect of the Film, which shall be deemed to be superseded with effect from the date of this Agreement). The Distributor acknowledges that Pathe has not made any warranty or representation in relation to the Film save for those contained within this Agreement and acknowledges that any amendment or variation to this Agreement is required to be in writing and signed by an authorised representative of both parties.