DAMAGES, LIABILITIES, COSTS OR EXPENSES,
INCLUDING REASONABLE ATTORNEY'S FEES AND EXPENSES ARISING OUT OF OR IN
CONNECTION WITH THE USE BY LICENSEE, ITS SUCCESSORS, ASSIGNS AND SUBLICENSEES OF
THE PRINTS OR PICTURES HEREUNDER, OR ARISING OUT OF OR BY REASON OF ANY BREACH
OF WARRANTY, UNDERTAKING, REPRESENTATION OR AGREEMENT MADE OR ENTERED INTO
HEREIN ON LICENSEE'S PART.
10.
PERFORMING RIGHTS.
LICENSOR WARRANTS THAT
THE PERFORMING RIGHTS IN THE MUSIC AND OTHER CREATIVE ELEMENTS SUSCEPTIBLE TO
PERFORMING RIGHTS CONTAINED IN THE PRINTS ARE EITHER (A) CONTROLLED BY A
PERFORMING RIGHTS SOCIETY HAVING JURISDICTION, OR (B) IN THE PUBLIC DOMAIN, OR
(C) CONTROLLED BY LICENSOR TO THE EXTENT NECESSARY TO PERMIT LICENSEE'S USE OF
SAID PRINTS HEREUNDER.
LICENSOR DOES NOT REPRESENT OR WARRANT THAT LICENSEE MAY
EXERCISE THE PERFORMING RIGHTS TO SAID MUSIC OR ELEMENTS WITHOUT THE PAYMENT OF
A PERFORMING RIGHTS ROYALTY OR LICENSE FEE.
LICENSEE SHALL, AT ITS SOLE COSTS
AND EXPENSE, SECURE ALL TELEVISION PERFORMING RIGHTS LICENSES NECESSARY FOR THE
TELECAST OR PROMOTIONAL USES OF SAID MUSIC OR ELEMENTS CONTAINED IN EACH PRINT
AND SHALL HOLD LICENSOR FREE AND HARMLESS FROM ANY LIABILITY OR DAMAGE ARISING
FROM ITS FAILURE TO DO SO.
6
11.
WITHDRAWAL AND ADJUSTMENT.
(A)
LICENSOR MAY, IN ITS ABSOLUTE DISCRETION,
WITHDRAW ANY LICENSED PICTURE IF LICENSOR DETERMINES THAT THE TELECASTING
THEREOF WOULD OR MIGHT (I) INFRINGE UPON THE RIGHTS OF OTHERS; (II) VIOLATE ANY
LAW, COURT ORDER, GOVERNMENT REGULATION OR OTHER RULING OF ANY GOVERNMENTAL
AGENCY; (III) INTERFERE WITH THE ACTUAL OR CONTEMPLATED USE OF THE LICENSED
PICTURE OR THE MATERIAL OR RIGHTS CONTAINED THEREIN FOR ANY PURPOSES OTHER THAN
THE TELECASTING OF THE PICTURE IN LICENSEE'S TERRITORY IN THE MEDIA LICENSED
HEREUNDER; OR, (IV) SUBJECT LICENSOR TO ANY LIABILITY.
(B)
IF LICENSOR ELECTS TO WITHDRAW ANY PICTURE AS
SET FORTH IN THE PRECEDING SUBPARAGRAPH (A) OF THIS PARAGRAPH 11, BEFORE ITS
INITIAL TELECAST, OR IF THE PICTURE IS NOT ACQUIRED OR PRODUCED BY LICENSOR OR
IF LICENSOR DOES NOT CONTROL DISTRIBUTION RIGHTS, THEN LICENSOR SHALL HAVE THE
RIGHT, IN ITS SOLE DISCRETION, EITHER TO DELIVER TO LICENSEE ANOTHER PICTURE OF
COMPARABLE QUALITY (WHICH PICTURE SHALL BE DEEMED TO REPLACE THE PICTURE
WITHDRAWN) OR MAY REDUCE THE NUMBER OF PICTURES TO BE DELIVERED AND PAID FOR
HEREUNDER BY ONE AND LICENSEE SHALL BE GIVEN A REFUND OR CREDIT, AT LICENSOR'S
ELECTION, OF SUCH LICENSE FEE FOR SUCH PICTURE.
(C)
IF LICENSOR ELECTS TO WITHDRAW ANY PICTURE
(AS PROVIDED IN SUBPARAGRAPH (A) OF THIS PARAGRAPH 11) AT ANY TIME AFTER ITS
INITIAL OR SUBSEQUENT TELECAST, LICENSOR SHALL HAVE THE RIGHT TO GRANT LICENSEE
A NUMBER OF ADDITIONAL TELECASTS OF ANY OTHER PICTURE OR PICTURES LICENSED
HEREUNDER OF COMPARABLE QUALITY TO PICTURE WITHDRAWN.
SUCH ADDITIONAL TELECAST
SHALL BE EQUAL TO THE NUMBER OF TELECASTS, IF ANY, REMAINING ON SUCH WITHDRAWN
PICTURE.
(D)
IF A PRINT OF ANY WITHDRAWN PICTURE HAS BEEN
SHIPPED TO LICENSEE, LICENSEE WILL PROMPTLY RETURN IT TO LICENSOR.
12.
BANKRUPTCY AND DEFAULT.
IF LICENSEE BECOMES
INSOLVENT OR BANKRUPT OR MAKES AN ASSIGNMENT FOR