SESAC OR SIMILAR MUSIC PERFORMANCE RIGHTS
SOCIETIES; (B) IN THE PUBLIC DOMAIN; OR (C) CONTROLLED BY SELLER OR THE COMPANY
AND NOT AVAILABLE FOR LICENSING THROUGH THE MUSIC PERFORMANCE RIGHTS SOCIETIES
(IN WHICH CASE SUCH SMALL PERFORMANCE RIGHTS CONTROLLED BY SELLER SHALL BE
DEEMED LICENSED TO THE COMPANY HEREBY BY WAY OF IRREVOCABLE, PERPETUAL,
ROYALTY-FREE, FULLY-PAID UP, WORLDWIDE LICENSE TO USE SUCH MUSIC FOR THE PURPOSE
OF EXPLOITING THE FILM RIGHTS.)
4.15
AVAILABILITIES OF GROUP A FILMS.
(A)
TO SELLER'S KNOWLEDGE, SCHEDULE 4.15(A) SETS FORTH A TRUE,
ACCURATE AND COMPLETE LIST OF THE FOLLOWING RIGHTS BY TITLE WITH RESPECT TO ALL
OF THE GROUP A FILMS: (I) THE AVAILABILITY (WHETHER SOLD OR NOT SOLD) OF PAY
TELEVISION RIGHTS, FREE TELEVISION RIGHTS, AND VIDEOGRAM RIGHTS; (II) IF SUCH
RIGHTS ARE NOT CURRENTLY AVAILABLE FOR EXPLOITATION IN THE CATEGORIES SET OUT IN
THE PRECEDING CLAUSE (I), EITHER THE CURRENT CUSTOMER, IF THE DURATION OF RIGHTS
GRANTED IS CO-TERMINOUS WITH COMPANY'S DURATION OF OWNERSHIP OR CONTROL OF SUCH
RIGHTS, OR, THE CUSTOMER FOR THE FINAL SALE MADE BY THE COMPANY (ANY INTERVENING
CUSTOMERS ARE SET FORTH IN THE 'DETAILED WINDOWS' OF THIS SCHEDULE); (III)
WHETHER THE SALE IS EXCLUSIVE OR NON-EXCLUSIVE; (IV) WHEN SUCH CUSTOMER'S RIGHTS
EXPIRE; AND (V) THE EXPIRATION DATE OF THE FILM RIGHTS (THE "GROUP A
AVAILABILITIES SCHEDULE"). TO SELLER'S KNOWLEDGE, THE GROUP A FILMS WILL BE
AVAILABLE FOR EXPLOITATION BY THE COMPANY AS INDICATED IN THE GROUP A
AVAILABILITIES SCHEDULE, AND ALL SUCH RIGHTS WILL BE AVAILABLE FOR ASSIGNMENT OR
TRANSFER BY THE COMPANY TO THIRD PARTIES AFTER THE CLOSING.
BUYER ACKNOWLEDGES
CERTAIN GROUP A FILMS HAVE LIMITED OR NO AVAILABLE DISTRIBUTION RIGHTS AS
IDENTIFIED IN THE GROUP A AVAILABILITIES SCHEDULE.
TO SELLER'S KNOWLEDGE, THERE
ARE NO MATERIAL LIMITATIONS ON THE EXPLOITATION OF THE GROUP A FILMS SET FORTH
IN THE GROUP A AVAILABILITIES SCHEDULE OTHER THAN AS SET FORTH THEREIN OR
PURSUANT TO ANY LICENSE AGREEMENT.
(B)
TO SELLER'S KNOWLEDGE, SCHEDULE 4.15(B) SETS FORTH A TRUE,
COMPLETE AND CORRECT LIST OF THE PROFIT PARTICIPANTS RELATED TO THE GROUP A
FILMS.
4.16
QUALITY OF FILM PROPERTIES.
TO SELLER'S KNOWLEDGE, (A) THERE ARE
SUFFICIENT FILM PROPERTIES RELATING TO THE GROUP A FILMS WHICH ARE OF SUITABLE
TECHNICAL QUALITY TO CREATE COPIES OF THE GROUP A FILMS FOR EXPLOITATION BY
MAJOR TELEVISION EXHIBITORS AND VIDEOGRAM COMPANIES AT THE PRESENT TIME IN
CONVENTIONAL 525 NTSC TELEVISION FORMATS AND (B)
SELLER HAS IN ITS POSSESSION,
OR HAS ACCESS PURSUANT TO WRITTEN AGREEMENTS WITH LABORATORIES, OR OTHERWISE,
SUFFICIENT MATERIALS RELATING TO EACH GROUP A FILM TO ENABLE BUYER TO
MANUFACTURE ONE-INCH, D3 OR BETA FORMAT NTSC VIDEOGRAMS TO EXERCISE THE FILM
RIGHTS.
EACH GROUP A FILM IS COMPLETED AND READY FOR EXHIBITION AND
DISTRIBUTION FOR USE BY THE COMPANY AS SET FORTH IN THE GROUP A AVAILABILITIES
SCHEDULE.
4.17
BROKERS.
EXCEPT FOR SALEM PARTNERS LLC, NONE OF SELLER OR ANY OF
ITS SUBSIDIARIES HAS EMPLOYED ANY BROKER OR FINDER OR INCURRED ANY LIABILITY FOR
ANY BROKER'S FEES, COMMISSIONS OR FINDER'S FEES IN CONNECTION WITH