the rate
of one and one-half percent (1.5%) per month.
If Licensee fails to pay the
license fees herein provided at the times due in the amounts set forth herein,
the sums unpaid shall bear interest at the rate of one and one-half percent
(1.5%) per month from the due date thereof until paid.
Any payment not made
within thirty (30) days after its due date shall bear interest at the rate of
one and one-half percent (1.5%) per month computed from the original due date
until paid; however, if said rate is in excess of the maximum permitted under
the laws of the jurisdiction where the debt accrues, then in such event the rate
of interest shall be the maximum permitted by law.
Acceptance of any payment by
Licensor after its due date shall not constitute a waiver by Licensor of any of
the rights hereunder.
13.
EARLY EXPIRATION OF TERM.
NOTWITHSTANDING
ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF LICENSEE EXHIBITS ANY ONE OR MORE
OF THE PICTURES THE NUMBER OF TIMES PERMITTED HEREUNDER PRIOR TO THE EXPIRATION
OF THE TERM SPECIFIED HEREIN, THIS LICENSE SHALL BE DEEMED TERMINATED WITH
RESPECT TO EACH SUCH PICTURE AS OF THE DATE UPON WHICH THE LAST PERMITTED RUN IS
MADE.
14.
ASSIGNMENT.
LICENSOR RESERVES THE RIGHT TO
HYPOTHECATE, PLEDGE OR DISCOUNT THIS AGREEMENT AND TO OBTAIN LOANS FROM A BANK
OR OTHER LENDERS BY THE ASSIGNMENT AS SECURITY.
THE LICENSEE RECOGNIZES THAT
THIS AGREEMENT MAY BE EXHIBITED AND OR ASSIGNED TO SUCH BANK OR OTHER LENDERS
WHICH MAY THEREBY BE INDUCED TO ENTER INTO SUBSTANTIAL COMMITMENTS IN RELIANCE
THEREON.
THE LICENSEE AGREES THAT IN THE EVENT OF RECEIPT OF WRITTEN NOTICE OF
ASSIGNMENT BY LICENSOR, MONIES DUE TO LICENSOR SHALL BE PAID TO ANY BONA FIDE
THIRD PARTY ASSIGNEE IN ACCORDANCE WITH SUCH INSTRUCTIONS WITHOUT OFFSET,
DEDUCTIONS, COUNTER-CLAIM, OR OTHER CREDITS WHICH THE LICENSEE MAY HAVE OR CLAIM
TO HAVE AGAINST LICENSOR.
LICENSOR MAY FREELY ASSIGN THIS AGREEMENT TO ITS
SUCCESSOR OR SUCCESSORS OR TO ANY OF ITS ASSOCIATED, AFFILIATED AND SUBSIDIARY
COMPANIES.
THIS AGREEMENT MAY NOT BE ASSIGNED BY LICENSEE, EITHER VOLUNTARILY
OR BY OPERATION OF LAW, WITHOUT THE PRIOR WRITTEN CONSENT OF LICENSOR.
ANY SUCH
ASSIGNMENT, IF CONSENTED TO BY LICENSOR, SHALL NOT RELIEVE LICENSEE OF ITS
OBLIGATIONS HEREUNDER.
8
15.
DISPUTE RESOLUTION.
(A)
IN THE EVENT OF ANY DISPUTE, CLAIM,
QUESTION, OR DISAGREEMENT ("DISPUTE") ARISING FROM OR RELATING TO THIS AGREEMENT
OR THE BREACH THEREOF, THE PARTIES HERETO SHALL USE THEIR BEST EFFORTS TO SETTLE
THE DISPUTE, CLAIM, QUESTION, OR DISAGREEMENT.
TO THIS EFFECT, THEY SHALL
CONSULT AND NEGOTIATE WITH EACH OTHER IN GOOD FAITH AND, RECOGNIZING THEIR
MUTUAL INTERESTS, ATTEMPT TO REACH A JUST AND EQUITABLE SOLUTION SATISFACTORY TO
BOTH PARTIES.
IF THEY DO NOT REACH SUCH SOLUTION WITHIN A PERIOD OF 60 DAYS,
THEN UPON NOTICE BY EITHER PARTY TO THE OTHER, ALL DISPUTES, CLAIMS, QUESTIONS
OR DIFFERENCES SHALL BE SUBMITTED TO MEDIATION ADMINISTERED BY THE AMERICAN
ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL MEDIATION RULES IN NEW