PARTICIPATE IN THE
VIDEO DISPLAY PROGRAM.
NO NON-DIGITIZED THEATRE WILL BE OBLIGATED TO
PARTICIPATE IN, NOR WILL LLC BE OBLIGATED TO PROVIDE TO ANY NON-DIGITIZED
THEATRE, THE PRE-FEATURE PROGRAM.
(C)
LOBBY PROMOTIONS.
LLC SHALL PROVIDE LOBBY PROMOTIONS TO THEATRES
AND THEATRES SHALL PARTICIPATE IN LOBBY PROMOTIONS AS DESCRIBED IN SECTION 4.02.
(D)
EVENTS AND MEETINGS.
LLC SHALL PROVIDE DIGITAL PROGRAMMING
SERVICES (INCLUDING EVENT TRAILERS) AND MEETING SERVICES TO THEATRES AND
THEATERS SHALL PARTICIPATE IN DIGITAL PROGRAMMING AND MEETING SERVICES AS
DESCRIBED IN ARTICLE 6.
(E)
MODIFICATIONS.
THE PARTIES AGREE THAT THE RIGHTS AND OBLIGATIONS
TO PROVIDE AND PARTICIPATE IN ELEMENTS OF THE SERVICE, AS SET FORTH IMMEDIATELY
ABOVE, MAY BE MODIFIED
13
DURING THE TERM UPON MUTUAL WRITTEN AGREEMENT OF THE PARTIES.
(F)
CONVERSION OF THEATRES.
NO DIGITIZED THEATRE SHALL BECOME A
NON-DIGITIZED THEATRE WITHOUT THE MUTUAL AGREEMENT OF REGAL AND LLC.
REGAL WILL
DETERMINE FROM TIME TO TIME WHICH NON-DIGITIZED THEATRES WILL BE CONVERTED TO
DIGITIZED THEATRES.
(G)
RIGHTS TO TRANSFER THEATRES.
THE PARTIES AGREE THAT NOTHING IN
THIS AGREEMENT IS INTENDED TO, NOR SHALL, BIND OR OTHERWISE LIMIT REGAL'S OR ITS
AFFILIATES' RIGHTS AND ABILITIES IN ITS SOLE DISCRETION FROM TIME TO TIME TO
CLOSE, SELL, ACQUIRE OR OTHERWISE TRANSFER ANY INTEREST IN (INCLUDING BY
MORTGAGE OR OTHERWISE) ANY THEATRE.
SECTION 2.02
ADDITION OF THEATRES
.(a)
Newbuild Theatres.
Except as provided in Section 4.13 (Excluded
Theatres; IMAX Screens) or as mutually agreed by the Parties in writing, any
theatre in the Territory newly built by Regal or an Affiliate of Regal following
the Effective Date ("Newbuild Theatres") shall be equipped to receive the
Digital Content Service via the Digital Content Network, shall be a Digitized
Theatre, and shall participate in the Digital Content Service on the terms set
forth in Section 2.01.
LLC agrees to provide all aspects of the Service to
Newbuild Theatres on the terms and conditions set forth herein.
(B)
ACQUISITION THEATRES.
ANY THEATRE IN THE TERRITORY OF WHICH REGAL
OR AN AFFILIATE OF REGAL OBTAINS CONTROL OF THE ADVERTISING, PROMOTIONAL OR
EVENT ACTIVITIES THEREIN AFTER THE EFFECTIVE DATE (EXCLUDING ANY NEWBUILD
THEATRES AND ANY LOEWS THEATRE) SHALL BE AN "ACQUISITION THEATRE(S)".
SUBJECT
TO SECTIONS 4.08 AND 4.13, LLC SHALL PROVIDE ALL ASPECTS OF THE SERVICE TO SUCH
ACQUISITION THEATRES AND REGAL SHALL CAUSE SUCH ACQUISITION THEATRES TO EXHIBIT
AND PARTICIPATE IN THE SERVICE ON THE TERMS AND CONDITIONS SET FORTH HEREIN.
THE PARTIES AGREE THAT REGAL MAY OBTAIN OPERATIONAL CONTROL OF AN ACQUISITION
THEATRE BUT NOT OBTAIN ANY OR ALL RIGHTS NECESSARY TO RECEIVE OR DISPLAY ANY OR
ALL ASPECTS OF THE SERVICE OR CONTROL OVER ADVERTISING, PROMOTIONS OR EVENTS BUT
NOT OVER ALL OF THE FOREGOING, AND, IN SUCH CIRCUMSTANCES REGAL SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO HAVE AS MUCH OF THE SERVICE RECEIVED OR
DISPLAYED IN SUCH ACQUISITION THEATRES AS IS WITHIN ITS CONTROL, OR IF NOT, THEN
AS REASONABLY PRACTICABLE.
THE PARTIES AGREE THAT IT MAY NOT BE COMMERCIALLY
REASONABLE TO EQUIP EACH ACQUISITION THEATRE TO RECEIVE THE DIGITAL