THIS SECTION BY HAND
DELIVERY, NATIONALLY RESPECTED OVERNIGHT CARRIER, OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED.
SUCH COMMUNICATIONS SHALL BE DEEMED TO HAVE BEEN RECEIVED ON
THE DATE ACTUALLY RECEIVED.
LLC:
National CineMedia, LLC
9110 East Nichols Ave., Suite 200
Centennial, CO 80112
Attention:
Chief Executive Officer
with a copy to:
National CineMedia, LLC
9110 East Nichols Ave., Suite 200
Centennial, CO 80112
Attention:
General Counsel
Regal:
Regal Cinemas, Inc.
7132 Regal Lane
Knoxville, TN 37918
Attention:
General Counsel
with a copy to:
Hogan & Hartson L.L.P.
1200 Seventeenth Street, Suite 1500
Denver, CO 80202
Attention:
Christopher J. Walsh
51
Either Party may change its address for notices by giving written notice of the
new address to the other Party in accordance with this section, but any element
of such Party's address that is not newly provided in such notice shall be
deemed not to have changed.
SECTION 15.02
WAIVER; REMEDIES.
THE WAIVER OR FAILURE OF EITHER PARTY TO
EXERCISE IN ANY RESPECT ANY RIGHT PROVIDED HEREUNDER SHALL NOT BE DEEMED A
WAIVER OF SUCH RIGHT IN THE FUTURE OR A WAIVER OF ANY OTHER RIGHTS ESTABLISHED
UNDER THIS AGREEMENT.
ALL REMEDIES AVAILABLE TO EITHER PARTY HERETO FOR BREACH
OF THIS AGREEMENT ARE CUMULATIVE AND MAY BE EXERCISED CONCURRENTLY OR
SEPARATELY, AND THE EXERCISE OF ANY ONE REMEDY SHALL NOT BE DEEMED AN ELECTION
OF SUCH REMEDY TO THE EXCLUSION OF OTHER REMEDIES.
SECTION 15.03
SEVERABILITY.
SHOULD ANY TERM OR PROVISION OF THIS
AGREEMENT BE HELD TO ANY EXTENT UNENFORCEABLE, INVALID, OR PROHIBITED UNDER LAW,
THEN SUCH PROVISION SHALL BE DEEMED RESTATED TO REFLECT THE ORIGINAL INTENTION
OF THE PARTIES AS NEARLY AS POSSIBLE IN ACCORDANCE WITH APPLICABLE LAW AND THE
REMAINDER OF THIS AGREEMENT.
THE APPLICATION OF ANY TERM OR PROVISION RESTATED
PURSUANT HERETO TO PERSONS, PROPERTY, OR CIRCUMSTANCES OTHER THAN THOSE AS TO
WHICH IT IS INVALID, UNENFORCEABLE, OR PROHIBITED, SHALL NOT BE AFFECTED
THEREBY, AND EACH OTHER TERM AND PROVISION OF THIS AGREEMENT SHALL BE VALID AND
ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY LAW.
SECTION 15.04
INTEGRATION; HEADINGS.
THE PARTIES HERETO AGREE THAT THE
AMENDED AND RESTATED EXHIBITOR SERVICES AGREEMENT DATED AS OF JULY 15, 2005 IS
HEREBY TERMINATED (EXCEPT AS OTHERWISE PROVIDED IN THE AND THE LETTER AGREEMENT
DATED OF EVEN DATE HEREWITH BY AND AMONG LLC, AMC, CINEMARK AND REGAL (THE "ESA
PAYMENT LETTER"), AND THAT THIS AGREEMENT AND THE EXHIBITS HERETO (EACH OF WHICH
IS MADE A PART HEREOF AND INCORPORATED HEREIN BY THIS REFERENCE) AND THE ESA
PAYMENT LETTER CONSTITUTE THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT, AND
SUPERSEDE ANY AND ALL OTHER PRIOR OR CONTEMPORANEOUS ORAL OR WRITTEN
COMMUNICATIONS, PROPOSALS, REPRESENTATIONS, AND AGREEMENTS, EXPRESS OR IMPLIED.
THIS AGREEMENT MAY BE AMENDED ONLY BY MUTUAL AGREEMENT EXPRESSED IN WRITING AND
SIGNED BY BOTH PARTIES, EXCEPT AS OTHERWISE PROVIDED IN SECTION 12.06.
HEADINGS
USED IN THIS AGREEMENT ARE FOR REFERENCE ONLY AND SHALL NOT AFFECT THE
INTERPRETATION OF THIS AGREEMENT.