Music Rights. Liquid Audio warrants to the best of its knowledge that the ------------ public performance rights in the musical works contained in the LMN Programming are (i) controlled by ASCAP, BMI, SESAC or a performing rights society having jurisdiction, (ii) in the public domain, or (iii) controlled by Liquid Audio or its licensors. If musical works in category (iii) above are contained in the LMN Programming, a limited public performance license is deemed to be included within the scope of the license set forth in Section II above. If musical works in category (i) above are contained in the LMN Programming, Licensee shall contact BMI, ASCAP or the appropriate public performing rights organization to obtain a license covering the uses contemplated by this Agreement, which may include any preferred rates that may now or hereafter be negotiated by Liquid Audio on behalf of its syndication licensees. Licensee at its sole cost and expense shall be responsible for obtaining all licenses necessary to perform such musical works, and Licensee agrees to indemnify Liquid Audio against any liability loss or expenses arising form the performance of such musical works via the Licensed Web Sites without such a license.
Music Rights. With respect to the exploitation of Included Programs as authorized herein, the communication to the public/making available to the public via communication to the public rights to any music compositions contained in each of the Included Programs (collectively “Communication to the Public Rights”), are either (a) controlled by XXXX with respect to the Netherlands and SACEM with respect to Luxembourg and any other relevant collecting society with requisite authority and jurisdiction in the Territory with respect to the Communication to the Public Rights (each and collectively, the “PRO”) from which licenses on commercial terms and conditions covering Licensee’s transmissions of Included Programs in the Territory are available, (b) controlled by Licensor to the extent required for the licensing of the exhibition in accordance herewith (and not available for licensing through PROs), in which event no additional clearance of, or payment with respect to, such Communication to the Public Rights shall be required by Licensee associated with Licensee’s transmissions or other delivery of the Included Programs hereunder, or (c) in the public domain. In the event that music referenced in (a) above is included in an Included Program, Licensee shall be responsible for obtaining, if and to the extent required, a license from the relevant PROs for Communication to the Public Rights. Except as set forth in (b) above, Licensor does not represent or warrant that Licensee may exercise the Communication to the Public Rights without obtaining a valid communication to the public license and without payment of a Communication to the Public Rights royalty or license fee to a PRO, and if a Communication to the Public Rights royalty or license fee is required to be paid in connection with the exhibition of Included Programs permitted hereunder, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom.
Music Rights. To the Knowledge of the Seller and its Subsidiaries, all public performance and synchronization rights to the musical compositions recorded or otherwise included in the Works and the Acquired Assets are: (i) owned or controlled by the Seller and/or one or more of its Subsidiaries and licensed to the American Society of Composers, Authors and Publishers, Broadcast Music Inc., the Society of European Stage Authors and Composers, or similar organizations in other jurisdictions such as the Performing Rights Society Limited; (ii) in the public domain throughout the world; or (iii) duly licensed to the Seller and/or one or more of its Subsidiaries. All public performance, mechanical, synchronization and other royalties, fees and payments due and payable in respect of the musical compositions recorded or otherwise included in the Works and the Acquired Assets have been paid in full, other than non-payments as to which adequate reserves have been taken in the 2000 Audited Financial Statements or which, individually or in the aggregate, have not had, or would not reasonably be expected to have a Material Adverse Effect.
Music Rights. 11.1 The LICENSOR shall on delivery of the material furnish the LICENSEE with a complete music-cue sheet of track titles, composers and publishers of all music used in the PRODUCTION as well as the duration of each track (See Annexure 1: CTV Music Cue Sheet attached).
Music Rights. (a) Section 3.8(a)(i) of the Target Disclosure Schedule sets forth a true and complete list of all Music Rights owned by Target. Section 3.8(a)(ii) of the Target Disclosure Schedule sets forth a true and complete list of all Music Rights licensed by or to Target, including a description of whether such rights are exclusive or non-exclusive, whether the rights include the right to distribute custom compilations or digital downloads of the music in question, or both, and the expiration date of such rights. Target has written agreements (each of which are listed in the Target Disclosure Schedule) for all Music Rights owned, licensed, used, marketed, and sold by it, and those licensed to it, and except as set forth in Section 2.8(a) of the Target Disclosure Schedule, Target has not received any express notice from any party to such a contract challenging the enforceability or validity of such a contract, and all such contracts are enforceable in accordance with their terms. The Merger will not constitute or be deemed to constitute an assignment of any such Music Rights, require the consent of any third party or otherwise result in the termination or modification of any such Music Rights. All Music Rights owned or licensed by Target were recorded and otherwise prepared in all respects in accordance with the rules and regulations of any unions, guilds and similar associations having jurisdiction. Each person or entity who has rendered any service or provided any materials in connection with, or has contributed in any way, to the making of the Music Rights has the right to grant such rights, render such services or furnish such materials. Except as disclosed in the Target Disclosure Schedule, all fees and other payments applicable to or resulting from the creation, recording, manufacture, duplication, and distribution of the Music Rights, including, but not limited to, payments to performers, producers, engineers and others, have been fully and completely paid by Target.
Music Rights. For purposes of this Agreement, the definition of “PRO” contained in Clause 13.4 of the Netherlands Agreement shall mean the following, or any other relevant collecting society with requisite legal authority and jurisdiction in the applicable Territory with respect to the Communication to the Public Rights of the musical compositions contained in the Included Programs as are required for Licensee’s transmission of the Included Programs via the SVOD Service: Territory PRO UK and Ireland PRS with respect to UK and IMRO with respect to Ireland Nordics STIM with respect to Sweden, TONO with respect to Norway, TEOSTO with respect to Finland and KODA with respect to Denmark (as may be collectively represented by Nordisk Copyright Bureau) Netherlands XXXX with respect to the Netherlands and SACEM with respect to Luxembourg Latin America SACM with respect to Mexico For all other countries, the performing rights organization in each country having legal authority and jurisdiction in such country over the rights for the public performance/ communication to the public of the musical compositions contained in the Included Programs as are required for Licensee’s transmission of the Included Programs via the SVOD Service Belgium SABAM France SACEM Germany XXXX Austria AKM Switzerland SUISA
Music Rights. (a) Section 3.8(a)(i) of the Target Disclosure Schedule sets forth a true and complete list or summary of all Music Rights owned by Target. Section 3.8(a)(ii) of the Target Disclosure Schedule sets forth a true and complete list or summary of all Music Rights licensed by or to Target, including a description of whether such rights are exclusive or non-exclusive, whether the rights include the right to distribute tangible copies, custom compilations or digital downloads of the music in question, the expiration date of such rights and any territorial limitations of such rights. Except as set forth in Section 3.8 of the Target Disclosure Schedule, Target has written contracts (each of which are listed or summarized in the Target Disclosure Schedule) for all Music Rights owned, licensed, used, marketed, and sold by it, and those licensed to it, Target has not received any notice from any party to such a contract or any third party challenging the enforceability or validity of such a contract, and all such contracts are enforceable in accordance with their terms. Except as set forth in Section 3.8 of the Target Disclosure Schedule, the Merger will not constitute or be deemed to constitute an assignment of any such Music Rights, require the consent of any third party or otherwise result in the termination or modification of any such Music Rights. Except as set forth in Section 3.8 of the Target Disclosure Schedule, all Music Rights owned by Target were recorded and otherwise prepared in all respects in accordance with the rules and regulations of any unions, guilds and similar associations having jurisdiction. Except as set forth in Section 3.8 of the Target Disclosure Schedule, each Person who has rendered any service or provided any materials in connection with, or has contributed in any way, to the making of the Music Rights owned by Target has the right to grant such rights, render such services or furnish such materials. Except as set forth in Section 3.8 of the Target Disclosure Schedule, all fees and other payments applicable to or resulting from the creation, recording, manufacture, duplication, and distribution of the Music Rights, including, but not limited to, payments to performers, producers, engineers and others, have been fully and completely paid by Target.
Music Rights. All of the musical compositions and sound recordings thereof embodied in the Owned Programs that have been completed have been cleared for synchronization, reproduction and use in the Owned Programs in all media now known or hereafter devised for the territories and for the period in which Company (or its applicable Subsidiary) have Exploitation Rights. All of the public performance rights with respect to the music contained in each such Owned Program are (A) controlled by the American Society of Composers, Authors and Publishers, Broadcast Music Inc., SESAC or other applicable music performing rights organization (each, a “Performing Rights Organization”); (B) in the public domain; or (C) duly licensed or otherwise owned by the Company with sufficient rights to permit its public performance in connection with the exhibition of each such Owned Program in all media and by those means in which each such Owned Program is currently commercially Exploited. As to each Licensed Program, the Company’s or its Subsidiary’s license agreement contains substantially similar representations and warranties. The Company has valid and enforceable agreements with the American Society of Composers, Authors and Publishers, Broadcast Music Inc., SESAC and all other applicable music performing rights organizations that cover the licensing of public performance rights in the United States. There are no material amounts accrued and currently due by the Company in respect of Contracts with any Performing Rights Organization (provided, that, with respect to the period prior to March 31, 2021 the foregoing representation is to the Knowledge of the Company).
Music Rights. 18 4.11 Film Rights and Availabilities of Films...........................18 4.12
Music Rights. To Seller's Knowledge, the small performance rights in the music contained in the Films are either: (a) controlled by and available for licensing from ASCAP, BMI, SESAC or, if not by these United States performing rights societies, by other music performance rights societies outside of the United States; (b) in the public domain or (c) controlled by Seller and not available for licensing through the music performance rights societies (in the case of clause (c), such small performance rights shall be deemed licensed to Buyer hereby by way of non-exclusive, irrevocable, perpetual, royalty-free and fully paid up, license outside of the United States to use such music for the purpose of exploiting the Film Rights).
