Key Entertainment Properties Sample Clauses

Key Entertainment Properties. Except as set forth on Section 4.10(b)(i) of the Intellectual Property Schedule, (x) since April 1, 2009 neither the Company nor its Subsidiaries has received any written notices of infringement or misappropriation from any third party with respect to any Intellectual Property owned by or exclusively licensed to such third party, and (y) the exploitation of the Key Entertainment Properties and the Intellectual Property related thereto that is owned by or licensed to the Company or its Subsidiaries, in each case to the extent in accordance with the Key Entertainment Property Rights, does not and will not slander, libel, defame, violate the rights of privacy or publicity, or infringe any Intellectual Property, or violate any “moral rights of authors” of any other Person. For the avoidance of doubt, this Section 4.10(b)(i) shall not be deemed to apply to any Intellectual Property or other material added by or on behalf of the Purchaser to any new productions of Key Entertainment Properties (or any derivative work based in whole or in part thereon) created after the Closing Date.
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Key Entertainment Properties. Except as set forth on Section 4.10(c)(i) of the Intellectual Property Schedule, since April 1, 2009 neither the Company nor any of its Subsidiaries has received any written notice from a third party that such third party has exercised or intends to exercise any Copyright Termination with respect to any of the Key Entertainment Properties.
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Key Entertainment Properties. Except as set forth on Section 4.10(e)(i) of the Intellectual Property Schedule, all of the music rights contained in each Key Entertainment Property are (w) controlled by American Society of Composers, Authors and Publishers, Broadcast Music Inc., SESAC or other applicable music performing rights organization; (x) in the public domain throughout the world; (y) duly licensed or otherwise owned by the Company or one of its Subsidiaries with sufficient rights to permit its public performance in connection with the exploitation of such Key Entertainment Property by the Company or any of its Subsidiaries in accordance with the applicable Key Entertainment Property Rights; or (z) used by Company or one of its Subsidiaries in a manner consistent with industry practice, which use will not result in or give rise to a claim by a third party of illegal or unauthorized use by Company or its Subsidiaries.
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Key Entertainment Properties. Except as set forth on Section 4.10(f)(i) of the Intellectual Property Schedule, (x) with respect to each Key Entertainment Property, the Company and its Subsidiaries own or control Tangible Assets necessary for the exploitation of the Key Entertainment Property in accordance with the applicable Key Entertainment Property Rights; (y) such Tangible Assets are stored and maintained directly by the Company or its Subsidiaries, or on its behalf, in film storage facilities or in film laboratories in accordance with recognized major motion picture studio standards for the use and preservation of such materials; and (z) to the extent any such Tangible Assets are not owned completely or directly by the Company or its Subsidiaries, the Company or its Subsidiaries has or shall have customary access sufficient to exploit such Tangible Assets in accordance with the applicable Key Entertainment Property Rights.
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Related to Key Entertainment Properties

  • Business and Entertainment Expenses Subject to Company’s standard policies and procedures with respect to expense reimbursement as applied to its executive employees generally, Company shall reimburse Executive for, or pay on behalf of Executive, reasonable and appropriate expenses incurred by Executive for business related purposes, including dues and fees to industry and professional organizations and costs of entertainment and business development.

  • Travel and Entertainment Expenses Reasonable, bona-fide Company-related entertainment and travel expenses incurred by Executive in accordance with the Employee Handbook, Code of Ethical Conduct, Financial Code of Conduct and other written policies, all as issued by the Company, relating thereto shall be reimbursed or paid by the Company; and,

  • Entertainment Costs of entertainment, including amusement, diversion, and social activities, and any costs directly associated with such activities (such as tickets to shows or sports events, meals, lodging, rentals, transportation, and gratuities) are unallowable.

  • Leased Real Estate Section 3.12(b) of the Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document and the address of such Leased Real Estate). The Company has delivered to Parent a true and complete copy of each such Lease. With respect to each of the Leases and the Leased Real Estate: (i) the Company or its Subsidiary has a valid leasehold interest in such Leased Real Estate and such Lease is legal, valid, binding, enforceable, 38031572.13 and in full force and effect; (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default under such Lease, and no event has occurred or circumstance exists which, with or without notice, lapse of time, or both, would constitute a breach or default under such Lease; (iii) the Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease; (iv) there are no Liens on the estate created by such Lease other than Permitted Liens; (v) neither the Company, any Subsidiary, nor, to the Knowledge of the Company, any other party to the Lease, has any defenses, setoffs, claims or counterclaims under any Lease; (vi) there are no brokerage commissions due, or which are scheduled to become due, with respect to any Lease; (vii) the applicable lessor, sublessor, or licensor (as the case may be) under each Lease has completed all tenant improvement work and other alterations required to be performed by such party pursuant to such Lease; (viii) there is currently no ongoing construction work being performed at the Leased Real Estate by the Company, any Subsidiary, or the counterparty to any Lease other than normal maintenance and repairs being performed in the ordinary course of business; and (ix) to the Knowledge of the Company, there do not exist any actual, threatened, or contemplated condemnation or eminent domain proceedings that affect or in any way relate to any Leased Real Estate or any part thereof, and neither the Company nor any Subsidiary has received any written notice of the intention of any Governmental Entity or other Person to take or use all or any part thereof. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Lease or any interest therein nor has the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such Leased Real Estate or any portion thereof, and there are no outstanding options or rights of refusal to purchase all or any part of the Leased Real Estate. Neither the execution or delivery of this Agreement, nor the consummation of the transactions contemplated herein, nor the fulfillment of or compliance with the terms and conditions hereof, require the consent of any landlords or sublandlords pursuant to any Lease.

  • Proprietary Property All modeling algorithms, tools, computer programs, know-how, methodologies, processes, technologies, ideas, concepts, skills, routines, subroutines, operating instructions and other materials and aides used in performing the duties set forth in Section 2.02 that relate to advice regarding current and potential Assets, and all modifications, enhancements and derivative works of the foregoing.

  • Community Property Each spouse individually is bound by, and such spouse’s interest, if any, in any Optioned Shares is subject to, the terms of this Agreement. Nothing in this Agreement shall create a community property interest where none otherwise exists.

  • Real Estate All real property at any time owned or leased (as lessee or sublessee) by the Borrower or any of its Subsidiaries.

  • Property Ownership The Fund owns or leases all such properties as are necessary to the conduct of its operations as presently conducted.

  • Joint Enterprise Each Borrower has requested that Agent and Lenders make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated group. Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease administration of the facility, all to their mutual advantage. Borrowers acknowledge that Agent’s and Lenders’ willingness to extend credit and to administer the Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at Borrowers’ request.

  • Continuity of Business Enterprise Except as set forth on Schedule 3.4, and except as contemplated by this Agreement, there has not been any sale, distribution or spin-off of significant assets of the Company or any of its Affiliates other than in the ordinary course of business within the two (2) year period preceding the date of this Agreement.

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