LLC AND THE
FOUNDING MEMBERS AND, FROM TIME TO TIME, LLC MAY ELECT TO WAIVE COMPLIANCE WITH
A TERM OF THIS AGREEMENT OR A TERM OF AN EXHIBITOR SERVICES AGREEMENT ENTERED
INTO WITH ANOTHER FOUNDING MEMBER, SO LONG AS LLC ACTS REASONABLY AND FAIRLY IN
GRANTING WAIVERS REQUESTED BY EACH OF REGAL, AMC AND CINEMARK, AS APPLICABLE.
IF LLC ACTS REASONABLY AND FAIRLY IN GRANTING SUCH WAIVERS TO EACH OF REGAL, AMC
AND CINEMARK AND ANY SUCH WAIVERS DO NOT MATERIALLY ALTER THE APPLICABLE
EXHIBITOR SERVICES AGREEMENT, THEN SUCH WAIVER WILL NOT BE CONSIDERED AN
AMENDMENT OF THE RELEVANT EXHIBITOR'S EXHIBITOR SERVICES AGREEMENT FOR PURPOSES
OF THIS AGREEMENT AND SHALL NOT BE COVERED BY THE TERMS OF THIS SECTION 12.06.
SUCH COPIES SHALL BE
47
REDLINED TO REFLECT ALL DIFFERENCES BETWEEN SUCH AGREEMENTS OR AMENDMENTS AND
THIS AGREEMENT OR CORRESPONDING AMENDMENT.
AT THE ELECTION OF REGAL, BY WRITTEN
NOTICE TO LLC WITHIN TWENTY (20) DAYS FOLLOWING ITS RECEIPT OF SUCH AGREEMENTS
OR AMENDMENTS, TO AMEND THIS AGREEMENT SO THAT IT CONFORMS, IN PART OR WHOLE, TO
ANY ONE OF SUCH AGREEMENTS OR AMENDMENTS, THIS AGREEMENT SHALL BE DEEMED SO
AMENDED BY LLC AND REGAL AS SOON AS REASONABLY PRACTICABLE AFTER RECEIPT OF SUCH
NOTICE.
SECTION 12.07
NON-COMPETITION AND NON-SOLICITATION.
(A)
NON-COMPETITION.
IN CONSIDERATION OF REGAL'S PARTICIPATION IN LLC
AND IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED IN THIS
AGREEMENT, REGAL AND ITS AFFILIATES AGREE, EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, NOT TO ENGAGE OR PARTICIPATE IN ANY BUSINESS, HOLD EQUITY INTERESTS,
DIRECTLY OR INDIRECTLY, IN ANOTHER ENTITY, WHETHER CURRENTLY EXISTING OR
HEREAFTER CREATED, OR PARTICIPATE IN ANY OTHER JOINT VENTURE THAT COMPETES OR
WOULD COMPETE WITH ANY BUSINESS THAT LLC IS AUTHORIZED TO CONDUCT IN THE
TERRITORY PURSUANT TO THIS AGREEMENT, WHETHER OR NOT LLC IS ACTUALLY CONDUCTING
SUCH BUSINESS IN A PARTICULAR PORTION OF THE TERRITORY.
THE FOREGOING
RESTRICTIONS SHALL NOT APPLY (I) IN THE EVENT REGAL OR ITS AFFILIATE ACQUIRES A
COMPETING BUSINESS IN THE TERRITORY AS AN INCIDENTAL PART OF AN ACQUISITION OF
ANY OTHER BUSINESS THAT IS NOT PROHIBITED BY THE FOREGOING, IF REGAL DISPOSES OF
THE PORTION OF SUCH BUSINESS THAT IS A COMPETING BUSINESS AS SOON AS
PRACTICABLE, (II) TO ANY DIRECT OR INDIRECT OWNERSHIP OR OTHER EQUITY
INVESTMENTS BY REGAL OR ITS AFFILIATES IN SUCH OTHER COMPETING BUSINESS THAT
REPRESENTS IN THE AGGREGATE LESS THAN 10% OF THE VOTING POWER OF ALL OUTSTANDING
EQUITY OF SUCH BUSINESS, AND (III) IN THE EVENT REGAL ENTERS INTO ANY AGREEMENT
FOR THE ACQUISITION OR INSTALLATION OF EQUIPMENT OR THE PROVISION OF SERVICES ON
CUSTOMARY TERMS THAT DOES NOT VIOLATE THE EXCLUSIVITY OF LLC HEREUNDER WITH ANY
ENTITY THAT HAS OTHER BUSINESSES AND PROVIDES OTHER SERVICES THAT MAY COMPETE
WITH LLC.
(B)
NON-SOLICITATION.
FOR THE TERM OF THIS AGREEMENT AND A THREE-YEAR
PERIOD AFTER ITS TERMINATION OR EXPIRATION, EACH PARTY SHALL NOT, WITHOUT THE
PRIOR WRITTEN APPROVAL OF THE OTHER PARTY, DIRECTLY OR INDIRECTLY:
(I) SOLICIT
FOR HIRE ANY EMPLOYEES OF ANY OTHER