Majeure. Neither party shall be liable to the other because of
any failure to perform hereunder caused by any cause beyond its control,
including fire, earthquake, flood, epidemic, accident, explosion, casualty,
strike, lockout, labor controversy, riot, civil disturbance, act of a public
enemy, embargo, war, act of God or law, except as expressly provided herein to
the contrary; provided, that Distributor shall in no event be required to accede
to or to cause any Distributor Affiliate to accede to the demands of any guild,
union or similar organization in order to bring to an end a strike, lockout or
labor controversy, or to accede to the demands of any suppliers or others not a
party hereto which Distributor considers unreasonable. This Section 16. shall
not diminish or impair the payment obligations of either party hereunder.
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Section 17. Assignment. This Agreement may not be assigned by Distributor or DWA
without the prior written consent of the other party, except that (a) without
securing the prior written consent of DWA but subject to Section 4.6. above,
Distributor may (without diminishing its obligations hereunder) from time to
time assign or delegate any or all of its rights and obligations hereunder to
one or more Distributor Affiliates, (b) if Distributor ceases to operate its
theatrical distribution business in the Domestic Territory, then, with respect
to all Licensed Pictures hereunder, Distributor may assign or sublicense to
Universal Theatrical Exhibition in the Domestic Territory on the same terms and
conditions as set forth in this Agreement, and if required by the terms of the
Universal Agreement, such additional Distribution Rights then subject to the
Universal Agreement, including certain Non-Theatrical Exhibition in the
International Territory and Home Video Exhibition throughout the Territory, and
(c) Distributor may assign to a Successor Entity (as defined below) all of its
rights hereunder in the event Distributor is acquired by or merged into another
entity, or in connection with a sale or assignment of all or substantially all
of its theatrical distribution business to another entity (each, a "Successor
Entity"); provided, that in the case of (c) above (i) Distributor and such
assignee shall have executed such instruments, agreements or documents as DWA
may reasonable request to ensure the legal and binding assumption by the
assignee of Distributor's obligations hereunder, (ii) such assignee shall have
granted to DWA an equivalent security interest in and lien on the Distribution
Rights and related assets as granted by Distributor to DWA hereunder and (iii)
Distributor shall remain liable for all of its obligations hereunder. Nothing
contained in this Section 17. shall (i) prohibit or limit Distributor's right to
assign or delegate any or all of its responsibilities hereunder to one or more
Distributors Affiliates or to engage Subdistributors, or otherwise exploit the
rights granted to Distributor hereunder, or (ii) prohibit or limit Distributor's
sale or transfer of its assets (other than its rights under this Agreement) in
the ordinary course of business. Distributor shall remain liable for all of its
obligations hereunder