AT
OR WITHIN ANY FUTURE THEATRES (A DESCRIPTION OF SUCH REGAL EQUIPMENT IS INCLUDED
IN THE SPECIFICATION DOCUMENTATION; WHICH MAY BE AMENDED BY MUTUAL WRITTEN
AGREEMENT OF THE PARTIES) WITHIN THIRTY (30) DAYS AFTER (I) THE INSTALLATION OF
SUCH EQUIPMENT BY REGAL OR LLC IN ACCORDANCE WITH SECTION 3.04 AND (II) THE
DELIVERY OF INVOICES BY LLC TO REGAL SUPPORTING THE EXPENSES FOR WHICH
REIMBURSEMENT IS SOUGHT.
ALL THEATRE-LEVEL OPERATIONAL COSTS ASSOCIATED WITH
REGAL'S USE OF EQUIPMENT LOCATED IN THE THEATRES, SUCH AS THE COST OF
ELECTRICITY, SHALL BE BORNE EXCLUSIVELY BY REGAL.
LLC SHALL ASSURE THAT THE
EQUIPMENT PURCHASED BY LLC SATISFIES REGAL'S SPECIFICATIONS FOR SUCH EQUIPMENT,
INCLUDING THE COMMUNICATION INTERFACE BETWEEN LLC EQUIPMENT AND REGAL EQUIPMENT.
SECTION 3.02
OWNERSHIP OF EQUIPMENT.
AS BETWEEN THE PARTIES, EACH PARTY
WILL OWN THE EQUIPMENT IT PAYS FOR OR REIMBURSES THE OTHER PARTY FOR, WHETHER
PURSUANT TO SECTION 3.01 OR SECTION 3.03.
TO THE EXTENT POSSIBLE, LLC AGREES TO
ASSIGN TO REGAL ANY MANUFACTURER WARRANTIES APPLICABLE TO REGAL EQUIPMENT
PROCURED BY LLC PURSUANT TO SECTION 3.01.
IF FOR ANY REASON THE AFOREMENTIONED
WARRANTIES ARE NOT ASSIGNABLE, UPON WRITTEN REQUEST OF REGAL, LLC SHALL USE
COMMERCIALLY REASONABLE EFFORTS TO ENFORCE THE WARRANTIES ON BEHALF OF REGAL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ANY LLC EQUIPMENT PLACED OR
INSTALLED IN A THEATRE FOR MAINTENANCE PURPOSES MAY, UPON TERMINATION OF THIS
AGREEMENT OR DELETION OF A PARTICULAR THEATRE AS PROVIDED HEREIN, AS APPLICABLE,
BE REMOVED BY LLC AND HELD FOR ITS SOLE BENEFIT.
SECTION 3.03
REGAL EQUIPMENT.
REGAL SHALL BE PERMITTED TO FURNISH ANY
OF THE EQUIPMENT, AT ITS SOLE COST AND EXPENSE, UPON CONSULTATION WITH LLC, AND
PROVIDED SUCH EQUIPMENT SATISFIES LLC'S SPECIFICATIONS FOR SUCH EQUIPMENT
(INCLUDING COMPATIBILITY WITH THE DIGITAL CONTENT NETWORK).
LLC AGREES TO
COOPERATE WITH REGAL IN GOOD FAITH TO PERMIT THE
17
PROCUREMENT BY REGAL OF EQUIPMENT IN LIEU OF PROCUREMENT OF SUCH EQUIPMENT BY
LLC AND REIMBURSEMENT BY REGAL PURSUANT TO SECTION 3.01.
SECTION 3.04
INSTALLATION.
(A)
PERFORMANCE.
REGAL AND/OR ITS SUBCONTRACTORS SHALL BE SOLELY
RESPONSIBLE FOR THE INSTALLATION OF ALL EQUIPMENT PURCHASED PURSUANT TO
SECTION 3.01 OR SECTION 3.03, AS WELL AS FOR ANCILLARY SERVICES SUCH AS
REPORTING, SOFTWARE INTEGRATION AND SYSTEM CUTOVER; PROVIDED, HOWEVER, THAT
REGAL MAY ELECT TO HAVE LLC PERFORM SUCH SERVICES, AND LLC SHALL THEN ASSUME THE
RESPONSIBILITY FOR INSTALLATION OF ALL EQUIPMENT.
IF REGAL ELECTS FOR LLC TO
ASSUME THE RESPONSIBILITY FOR INSTALLATION OF ALL EQUIPMENT, (I) REGAL SHALL
REIMBURSE LLC FOR THE COST OF INSTALLING REGAL EQUIPMENT AS SET FORTH IN THE
SPECIFICATION DOCUMENTATION, (II) LLC WILL NOT ISSUE INVOICES FOR ANY EQUIPMENT
COST, OR INSTALLATION SERVICES RELATED TO SUCH EQUIPMENT UNTIL THE COMPLETION OF
SUCH INSTALLATION SERVICES, AND (III) LLC SHALL ENSURE THAT EQUIPMENT INSTALLED
PURSUANT TO THIS SECTION IS MADE FUNCTIONAL IN ACCORDANCE WITH ANY INSTALLATION
ROLLOUT SCHEDULE AGREED TO BY THE PARTIES, AS MAY BE AMENDED FROM TIME TO TIME
UPON MUTUAL AGREEMENT OF THE PARTIES OR AS CIRCUMSTANCES WARRANT.
(B)
CONSULTATION; LANDLINE.
THE PARTIES AGREE TO CONSULT