FURTHER REASONABLE ACTS AND REASONABLY EXECUTE,
ACKNOWLEDGE, AND DELIVER ANY AND ALL DOCUMENTS WHICH THE OTHER PARTY DETERMINES
IN ITS SOLE REASONABLE JUDGMENT MAY BE NECESSARY, APPROPRIATE, OR DESIRABLE TO
CARRY OUT THE INTENT AND PURPOSES OF THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION TO DOCUMENT, PERFECT, OR ENFORCE THE OTHER PARTY'S RIGHT, TITLE, OR
INTEREST IN AND
46
TO ANY OF SUCH PARTY'S PROPERTY, AS WELL AS ANY ASSISTANCE REQUESTED IN
CONNECTION WITH THE PROCEEDINGS, SUITS, AND HEARINGS DESCRIBED IN SECTION 12.02.
SECTION 12.02
INFRINGEMENT.
THE PARTIES SHALL NOTIFY ONE ANOTHER
PROMPTLY, IN WRITING, OF ANY ALLEGED, ACTUAL OR THREATENED INFRINGEMENT,
VIOLATION, MISAPPROPRIATION OR MISUSE OF OR INTERFERENCE WITH ("INFRINGEMENT")
ANY INTELLECTUAL PROPERTY WHICH SUCH PARTY KNOWS OF OR HAS REASON TO SUSPECT.
SECTION 12.03
THEATRE PASSES. UPON THE REQUEST OF LLC'S CEO, REGAL WILL
ISSUE A NUMBER OF ANNUAL PASSES, AS REASONABLY REQUESTED BY LLC AND AGREED BY
THE PARTIES AND AS REASONABLY CONSISTENT WITH PRIOR PRACTICE, TO THE THEATRES
FOR USE BY LLC ADVERTISING CLIENTS, SUBJECT TO REGAL'S ABILITY TO ISSUE SUCH
PASSES PURSUANT TO REGAL'S AGREEMENTS WITH FILM DISTRIBUTORS.
LLC MAY PURCHASE
PASSES IN EXCESS OF SUCH NUMBER EACH YEAR AT A REASONABLY NEGOTIATED PRICE.
ALL
OTHER TICKETS USED BY LLC FOR PROMOTIONAL AND SALES PURPOSES WILL BE ACQUIRED BY
LLC AT REGAL'S THEN CURRENT GROUP TICKET DISCOUNT RATE.
SECTION 12.04
COMPLIANCE WITH LAW.
REGAL AND LLC SHALL EACH AT ALL TIMES
OPERATE AND CONDUCT ITS BUSINESS, INCLUDING, WITHOUT LIMITATION, EXERCISING ITS
RIGHTS UNDER THIS AGREEMENT, IN COMPLIANCE WITH ALL APPLICABLE INTERNATIONAL,
NATIONAL, STATE, AND LOCAL LAWS, RULES, AND REQUIREMENTS, AND THE COMPLIANCE BY
EITHER PARTY WITH SUCH LAWS, RULES AND REQUIREMENTS SHALL UNDER NO CIRCUMSTANCES
BE DEEMED A BREACH OF THIS AGREEMENT.
SECTION 12.05
INSURANCE.
REGAL SHALL MAINTAIN WITH FINANCIALLY SOUND AND
REPUTABLE INSURANCE COMPANIES INSURANCE ON THE THEATRES AND EQUIPMENT IN SUCH
AMOUNTS AND AGAINST SUCH PERILS AS REGAL DEEMS ADEQUATE FOR ITS BUSINESS.
LLC
SHALL MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURANCE COMPANIES
INSURANCE FOR ITS BUSINESS AND EQUIPMENT IN SUCH AMOUNTS AND AGAINST SUCH PERILS
AS LLC DEEMS ADEQUATE FOR ITS BUSINESS.
EACH PARTY WILL NAME THE OTHER PARTY
(INCLUDING ITS AGENTS, OFFICERS, DIRECTORS, EMPLOYEES AND AFFILIATES) AS AN
ADDITIONAL INSURED ON SUCH POLICIES OF INSURANCE.
FURTHERMORE, TO THE EXTENT
REASONABLY PRACTICABLE, LLC SHALL USE COMMERCIALLY REASONABLE EFFORTS TO HAVE
REGAL LISTED AS AN ADDITIONAL INSURED ON ANY INSURANCE POLICY CARRIED BY THE
ADVERTISER, AGENT OR EVENT PROMOTER IN CONNECTION WITH SERVICES PROVIDED UNDER
THIS AGREEMENT.
SECTION 12.06
MOST FAVORED NATIONS.
LLC SHALL PROMPTLY PROVIDE TO REGAL A
COPY OF EACH AGREEMENT, AMENDMENT OR EXTENSION AS MAY BE ENTERED INTO BY LLC ON
OR AFTER THE EFFECTIVE DATE WITH EACH FOUNDING MEMBER (INCLUDING THE REGAL
EXHIBITOR AGREEMENT) WHICH AMENDS ANY TERM OF THE EXHIBITOR SERVICES AGREEMENT
ENTERED INTO WITH ANY OF THE FOUNDING MEMBERS, AS SUCH MAY BE AMENDED FROM TIME
TO TIME.
THE PARTIES RECOGNIZE AND ACKNOWLEDGE THAT THE PROVISION OF THE
SERVICE IS DEPENDENT ON THE COOPERATION AND OPERATIONAL SUPPORT OF