THEREOF.
TO SELLER'S KNOWLEDGE, THERE
ARE NO, NOR HAVE THERE BEEN ANY, MATERIAL BREACHES OR DEFAULTS UNDER ANY
MATERIAL CONTRACT TO WHICH THE COMPANY IS A PARTY, BY WHICH THE COMPANY IS
BOUND, OR PURSUANT TO WHICH THE COMPANY HAS ANY RIGHTS, BY THE COMPANY OR BY ANY
OTHER PARTY THERETO, WHICH COULD RESULT IN ANY COUNTERPARTY TO SUCH MATERIAL
CONTRACT BECOMING ENTITLED TO ANY DAMAGES OR GIVING RISE TO ANY RIGHT OF
TERMINATION. AS OF THE DATE HEREOF, NONE OF SELLER, THE COMPANY OR ANY OF THEIR
SUBSIDIARIES HAS RECEIVED ANY WRITTEN NOTICE OF TERMINATION OF ANY MATERIAL
CONTRACT NOR, TO SELLER'S KNOWLEDGE, ARE THERE ANY PENDING OR THREATENED NOTICES
OF TERMINATION BY ANY PARTY TO ANY MATERIAL CONTRACT. TO SELLER'S KNOWLEDGE,
EACH MATERIAL CONTRACT IS IN FULL FORCE AND EFFECT IN ALL MATERIAL RESPECTS AND
UPON CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, WILL CONTINUE TO BE
LEGAL, VALID, AND BINDING AND IN FULL FORCE AND EFFECT ON TERMS IDENTICAL TO
THOSE IN EFFECT IMMEDIATELY PRIOR TO THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
NO ACTION, CLAIM, SUIT, PROCEEDING, OR INVESTIGATION IS
PENDING OR, TO SELLER'S KNOWLEDGE, IS BEING OR HAS BEEN THREATENED NOR HAS ANY
CLAIM OR DEMAND BEEN MADE, WHICH CHALLENGES THE LEGALITY, VALIDITY, OR
ENFORCEABILITY OF ANY SUCH MATERIAL CONTRACT.
WITHOUT LIMITING THE FOREGOING,
TO THE EXTENT REFLECTED IN ALL RELEVANT INFORMATION PROVIDED BY BUYER OR ITS
AFFILIATES, ALL AMOUNTS DUE AND OWING ON THE DATE HEREOF WITH RESPECT TO (I)
PROFIT PARTICIPATIONS RELATED TO ANY FILM RIGHTS AND THE BAGBRIDGE RIGHTS BASED
UPON LICENSES (INCLUDING THE LICENSES GRANTED PURSUANT TO THE LICENSE
AGREEMENTS) OR OTHER CONTRACTUAL COMMITMENTS AND (II) RESIDUAL COSTS DUE TO
CREATIVE ARTISTS OR GUILDS FOR THE EXPLOITATION OF FILM RIGHTS AND THE BAGBRIDGE
RIGHTS BASED UPON LICENSES (INCLUDING THE LICENSES GRANTED PURSUANT TO THE
LICENSE AGREEMENTS) OR OTHER CONTRACTUAL COMMITMENTS, IN EACH CASE, HAVE BEEN
PAID IN FULL.
4.12
LIENS.
THE COMPANY'S ASSETS TRANSFERRED HEREUNDER ARE, AND SHALL
BE AT THE CLOSING, FREE AND CLEAR OF ANY AND ALL LIENS, OTHER THAN PERMITTED
LIENS.
4.13
FILM PROPERTIES.
TO SELLER'S KNOWLEDGE, SCHEDULE 4.13 SETS FORTH A
TRUE, CORRECT AND COMPLETE LIST OF THE LOCATIONS OF ALL OF THE FILM PROPERTIES,
THE LOCATION AND THE PARTIES AND LABORATORIES WITH WHOM THE FILM PROPERTIES ARE
DEPOSITED OR KEPT AND INDICATES WHETHER SUCH FILM PROPERTIES ARE OWNED BY THE
COMPANY AND, WHERE NOT OWNED BY THE COMPANY, WHAT RIGHTS OF ACCESS SELLER HAS
THERETO.
THE COMPANY HAS NOT SOLD, ASSIGNED, LEASED, LICENSED, GRANTED,
MORTGAGED, PLEDGED, SUBJECTED TO ANY LIEN OR OTHERWISE CONVEYED, TRANSFERRED OR
DISPOSED OF ANY OF THE FILM RIGHTS TO ANY PERSON OTHER THAN PURSUANT TO THE
COMPANY LICENSE AGREEMENTS AND
17
NONE OF THE COMPANY LICENSE AGREEMENTS WERE ENTERED INTO BY SELLER OR ONE OF ITS
AFFILIATES ON OR AFTER APRIL 30, 2006.
4.14
MUSIC RIGHTS.
TO SELLER'S KNOWLEDGE, THE SMALL PERFORMANCE RIGHTS
IN THE MUSIC CONTAINED IN THE FILMS ARE EITHER:
(A) CONTROLLED BY AND AVAILABLE
FOR LICENSING FROM ASCAP, BMI,