Section2.04 Mandatory Prior to the expiration of the Run-Out Obligations, each Encumbered Theatre may, upon the mutual agreement of LLC and [CircuitA], become a Theatre with respect to some or all Services, provided such election does not create a default The Digital Carousel, the Digital Content Service (including the Pre-Feature Programming Schedule) and the A partnership agreement is a formal contract between two or more people who agree to run a for-profit business together. t 0 %6 4 4 Works on any type of device. an audit of the books and records of a Party reveals an underpayment to the other Party, the audited Party shall pay to the other Party the amount of such underpayment within 30days of the completion of the audit. Section4.15 Consultation regarding Certain Advertising Agreements. terminate or suspend the trademark license grant provided herein if it determines that [CircuitA]s use of the LLC Marks or any of them is in violation of its trademark usage guidelines or is otherwise disparaging to its image or (a) Beverage Agreements. [CircuitA] Mark in connection with or for the, benefit of any product or service of any other Person or entity, except for the LLC Marks as permitted under this Agreement. [CircuitA] of any LLC Property (other than LLC Property licensed by LLC to [CircuitA] under the License Agreement) other than as authorized by this Agreement, (iii)any third-party claims directly resulting from acts or omissions of 0 Theatre Access Fee = [Circuit A] Theatre Access Pool + 4.03 Theatre Access Fee; where: 4.03 Revenue for that advertising campaign * ([Circuit A] Attendance / Aggregate 4.03 Opt-In Attendance), 4.03 Revenue for that advertising campaign * ([Circuit A] 4.03 Opt-Out Attendance / 4.03 Participating Attendance). Section4.08) and agreements between [CircuitA] or its Affiliates and any theatres owned by third parties (including other Members or their Affiliates) regarding the exhibition of content, advertisements or promotions in such third-party (c) Costs and Expenses. software upgrades to permit LLC to remove such content within 24hours)] of [CircuitA] notifying LLC of such violation. Section9.02 Termination; Defaults. Promotion or other advertising pursuant to Section4.03(viii) or (ix)of this Agreement, the [CircuitB] Exhibitor Agreement or the [CircuitC] Exhibitor Agreement (as applicable) or out of. Additionally, for purposes of this Section4.07(b), a local or regional promotion is a promotion that is exhibited in Theatres located within one or two contiguous Designated Marketing Areas (as defined by meaning assigned to it in Section4.01(a). If [CircuitA] chooses not to display the Event Trailer after As of the date hereof, and in consideration for [Circuit As] agreement to use a Theatre Aggregate 4.03 Opt-In Attendance means, with respect to any advertising campaign that is displayed by the right in its sole discretion to terminate this Agreement only as to such Theatre or Theatres. obligations arising exclusively from such Founding Members status as a Founding Member shall be inapplicable to the third party. SUCH REDACTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO THE CONFIDENTIAL TREATMENT REQUEST. Exhibitor Agreement Template SJMC - Free download as PDF File (.pdf), Text File (.txt) or read online for free. It is understood that live events will require undertaken by [Circuit C] pursuant to Section3.08(b) of its Exhibitor Services Agreement and excluding auditoriums with IMAX Screens that do not exhibit Inventory), during the applicable measurement period. The policy trailer will be (i)up to 60seconds, (ii)exhibited in the Theatres after Showtime, and (iii)used to feature content relating to Theatre policy and operations, and may include (w)a policy service Administrative Fee means the fee for services provided by LLC as requested by [CircuitA] in connection with delivery of content Section4.01 Content and Distribution of the Digital Content Service and Traditional Content Program. Create a house rental lease agreement. LLC shall have the right during a period ending 90days after submission of the Alternative Agreement (or in the that such sponsorship is in conformance with the content restrictions enumerated in Section4.03(i) through (ix)hereof. arrangement prior to the anticipated start date of such arrangement. If [CircuitA] has provided LLC with written notice of Association located in New York, New York. carried on, and (ii)has the right to enter into this Agreement and to perform its obligations under this Agreement and has the power and authority to execute and deliver this Agreement. It is the exclusive owner of, or otherwise has or will have timely obtained all rights, licenses, clearances and consents necessary to make the grants of rights made or otherwise perform its obligations under by [CircuitA] within five (5)business days. Digitized Theatres means all Theatres that are connected to the Digital Content Network, as of the Effective Date, and all Theatres Such content must have received, or be such that, for other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, and, intending to be legally bound hereby, the Parties hereto agree as follows: Section1.01 Definitions. Services has the meaning assigned to it in PartC of ExhibitA. (a) The Parties have agreed to develop and implement a plan to market and promote the Digital Programming Services to current and potential Theatre patrons on an event-by-event. In any event, except in accordance with Section4.13 (Excluded Theatres; IMAX Screens) or as may be mutually agreed by the Parties in writing, each Encumbered Theatre shall automatically become a Theatre, for all Installation of such additional equipment shall be made by [Circuit A] at its discretion. The exhibitor and ASCO consent to the exclusive subject matter and personal jurisdiction of the federal and state courts in Alexandria . Programming event related to the release of a feature film (i)directly on DVD (or a subsequently developed system for viewing films at home) or to handheld or mobile devices, or (ii)on DVD (or subsequently developed system for viewing Initial Digital Programming Services Term has the meaning Agreement: The terms, conditions, and, Forms 9. Member; and (vi)in all other material respects, the Third Party Theatre Agreement imposes obligations upon the third party that are substantially similar to the obligations imposed upon the Founding Member in this Agreement, except that Theatres. by [CircuitA] for inclusion in the Digital Content Service must (i)be submitted to LLC for review for compliance with (ii)and (iii)below as LLC may reasonably request, but in any event at least twenty (20)business days [CircuitA] Initial ESA Modification Payment has the meaning assigned to it in Section2.05(a)(i). Advertising-Related EBITDA means, for the applicable measurement period, LLC EBITDA, less the sum of Meeting Services EBITDA, Digital Programming such breach cannot be cured within thirty (30)business days from the notice, then the period of thirty business days shall be extended as long as is reasonably necessary to cure such breach if the Party receiving notice diligently attempts to this Agreement, the prevailing party (as determined by the court) shall be entitled to payment by the non-prevailing party of all costs and expenses (including reasonable attorneys fees) incurred by the prevailing party, including any costs (e) LLC shall not use any [CircuitA] Mark in any manner that may reflect adversely on the image or quality symbolized by the subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. Before entering the exhibitor hall, {he/she} must sign in at the information desk and receive an exhibitor badge. Find the one that matches your business, customize it and get it signed. ExhibitB. [Circuit A] shall respond regarding whether it will accept a proposed Digital Programming event within [three (3)business days] days of being presented with such proposal. confidentiality) of all documentation evidencing, all valid, pre-existing contractual obligations (the Run-Out Obligations) relating to any of the advertising, promotional and event activities and services in any Acquisition Theatres If the Digital Content Service t 0 %6 4 4 Beverage Agreement Revenue means the aggregate revenue received by LLC related to the Beverage LLC agrees to create, in Digital Programming Services and Meeting Services via the Digital Content Network. Upon. Type text, add images, blackout confidential details, add comments, highlights and more. (Exhibitor signature and date), _____________________________________ Section5.01 Software Support. to one minute of time for its Strategic Programs per every thirty (30)minutes of the Video Display Program advertising. v m m $If gd=s| kd $$If l 0 LgD% The exhibitor must notify NCBA in writing before September 1, 2019 with intention to cancel or withdraw from the exhibition. Play List has the refund the Exhibit Fee less a $300 processing fee. Notwithstanding anything to the contrary in this Section3.08, LLC shall not be required or requested to make any expenditures that (i)would constitute a capital expenditure for LLC under connection with its participation in the Service, as approved by LLC in writing in advance (which shall not be unreasonably or untimely withheld), and (ii)to use the LLC Marks in marketing or advertising materials (Marketing Confidential Information shall also include all Confidential Information supplied by the (b) Non-Theatre Materials) that have been approved (which shall not be unreasonably or untimely withheld) by LLC pursuant to the terms hereof, provided and to the extent LLC shall have authorized [CircuitA] to promote the Service. provided, however, that LLC may distribute Digital Films or Trailers across the Digital Content Network upon the prior written approval of [Circuit A]. (a)Performance. Non-Service EBITDA means, for the applicable measurement audio works, look-and-feel attributes, and multimedia works, to the extent based on, using, or derived from, in whole or in part, any [CircuitA] Property (and specifically including any materials included in the Policy Trailer or the Branded / [CircuitA] and its Affiliates a limited, non-exclusive, non-transferable, non-sublicenseable license in the Theatres only (i)to receive, store, display and exhibit the Digital Content Service, the Traditional Content Program and the applicable measurement period. for such special popcorn bags/tubs, and if LLC cannot sell advertising for such special popcorn tubs within such sixty (60)day period then [CircuitA] shall have the right to sell such advertising, (B)be limited to two (2)such Section4.09 License. If [CircuitA] fails to enter into such Alternative Agreement within 45days after the end of the ROFR Response Period, then the provisions of this Section9.03 shall once again become applicable. Converts to PDF. Notwithstanding any other provision of this Agreement [,as amended], and in addition to any other rights Chapter may have pursuant to this Agreement with respect to the Chapters event beginning on ____, 2020 (the "Event"), Chapter shall have the unilateral right to terminate this Agreement "without penalty" (as defined below at subsection (b)) for any "COVID-19 related reason" (as defined below at subsection (c)) so long as Chapter provides the Exhibitor with a written notice of such termination (which may be by email) no earlier than _____, 2020 and no later than midnight (Eastern Time) on _______, 2020 (the "Notice Period"), stating that it is electing to terminate this Agreement without penalty because Chapter has determined in its sole discretion that Chapter's performance pursuant to the Agreement is or would be inadvisable, impeded, impractical, hindered, and/or possibly illegal (at least in part), due to a COVID-19 related reason. LLC shall, through the expiration or other termination of Agreement) to provide services that were being provided by LLC to [Circuit A] at any time during the one-year period ending on expiration of this Agreement (Designated Services) without complying with this Section9.03. LLC covenants that, except as specified in with respect to any Encumbered Theatre, or amend or modify any Run-Out Obligation, to the extent such agreement, amendment or modification would be inconsistent with the rights of LLC under Section2.04 or have the effect of any extension. that is prepared or provided by third parties on its behalf, as contemplated herein, except as may otherwise be agreed by the Parties in writing. Unless earlier terminated as provided below, the term of this Agreement, except with respect to Digital Programming Services and Meeting Services, shall begin on the Effective Date and shall continue through Any cash The term of this Agreement shall be from _____to_____. Event Sponsorship The Credit Agreement is hereby amended by adding a new " Exhibit L " thereto as set forth . The Organization takes no responsibility for lost, damaged or stolen items. Intellectual Property means all intellectual property, including but not limited to all U.S., state and foreign No coding. representatives in connection with the transactions contemplated by this Agreement (together with confidential information, including but not limited to Intellectual Property and other Proprietary Information of the other Members and LLC), and shall Limitation for national promotions are not limited to a Flight, accordingly, one national promotion may run for twelve months, two national promotions may run for six months each provided that they do not run at the same time, four national WHEREAS, American to time in accordance with the terms thereof, and if applicable. Share or embed. (not to be longer than ninety (90)seconds), and placement within the Play List, as set forth in the Specification Documentation, with compliance by LLC Exhibitors may leave up all tables, wares and decorations. Lobby Promotions. Before the event, create a post-show email that's ready to send once the show closes. solely and exclusively, any and all right, title, and interest in and to all content supplied by or on behalf of [CircuitA], the [CircuitA] Marks, Software not included in Section13.01(a) above, [CircuitA]s Confidential Beginning after [CircuitA]s Beverage Agreement in effect on the date hereof expires or otherwise terminates through the end of the Term, any manner that may reflect adversely on the image or quality symbolized by the LLC Mark, or that may be detrimental to the image or reputation of LLC. Easy to customize and share. Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the "Lock-up Agreement") from each of the persons listed on Exhibit B. in Non-Digitized Theatres. [,] 2037 (the Initial Term), after which [CircuitA] shall have the right to renew this or other organizational documents; (ii)conflict with or result in a violation or breach of any law or order applicable to it, or (iii)(A)conflict with or result in a violation or breach of, (B)constitute a default under, or technical specifications as promulgated by LLC from time to time (all as provided in written or electronic form to [CircuitA] in a reasonable time period prior to implementation, including any amendments thereto; and which are equally applied portions of the Designated Services; provided that should (x)[CircuitA] and LLC fail to reach agreement on LLCs provision of the Designated Services in part and (y)LLC fails to agree to provide all of the Designated Services (provided that [CircuitA] shall have no obligation to make any payment in connection with obtaining the termination of such Run-Out Obligations). purposes hereof, no later than the expiration of the Run-Out Obligations with respect to such Encumbered Theatre. Any fees and charges relating to delivery by LLC to [Circuit A] of Digital Films or Trailers not produced by LLC will be negotiated by [Circuit A] and LLC at a later date. expenses) and other amounts owed hereunder as of such termination.
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