ANY SUCH MATTER THAT HAS BEEN RESOLVED, AND IN RESPECT OF WHICH THERE
IS NO ADDITIONAL POTENTIAL EXPOSURE, FURTHER OBLIGATION OR AMOUNTS DUE OR
PAYABLE.
TO THE SELLERS' KNOWLEDGE, NO PERSON IS CURRENTLY INFRINGING UPON ANY
INTELLECTUAL PROPERTY OWNED BY ANY COMPANY.
NONE OF THE COMPANIES IS INFRINGING
IN ANY MATERIAL RESPECT ANY INTELLECTUAL PROPERTY OF ANY THIRD PARTY, NOR TO THE
SELLERS' KNOWLEDGE WILL ANY SUCH INFRINGEMENT OCCUR AS A RESULT OF THE CONTINUED
OPERATION OF THE BUSINESS OF THE COMPANIES AS CURRENTLY CONDUCTED.
THE
TRANSACTIONS WILL NOT MATERIALLY AND ADVERSELY AFFECT ANY COMPANY'S RIGHT, TITLE
OR INTEREST IN AND TO ANY ITEM OF INTELLECTUAL PROPERTY OWNED OR USED BY THE
COMPANIES.
THE COMPANIES HAVE TAKEN REASONABLE PRECAUTIONS TO PROTECT THE
SECRECY, CONFIDENTIALITY AND VALUE OF THEIR RESPECTIVE TRADE SECRETS AND
CONFIDENTIAL KNOW-HOW.
THE COMPANIES HAVE AT ALL TIMES COMPLIED IN ALL MATERIAL
RESPECTS WITH AND ARE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
LAWS RELATING TO PRIVACY, DATA PROTECTION, OR THE COLLECTION, RETENTION, USE AND
DISCLOSURE OF PERSONAL INFORMATION.
SECTION 3.9.
Material Contracts.
(A)
SCHEDULES 3.9, 3.10 AND 3.11(B), TAKEN TOGETHER, SET FORTH A COMPLETE AND
CORRECT LIST, AS OF THE DATE OF THIS AGREEMENT, OF ALL AGREEMENTS OF THE
FOLLOWING TYPES TO WHICH ANY COMPANY IS A PARTY OR IS BOUND (COLLECTIVELY, THE
"MATERIAL CONTRACTS"):
(I) THE LEASES AND ANY OTHER CONTRACT AFFECTING THE
OWNERSHIP OF, LEASING OF, TITLE TO, USE OF OR ANY LEASEHOLD OR OTHER INTEREST IN
ANY REAL PROPERTY OR THE CONSTRUCTION OF ANY IMPROVEMENTS THEREON (OTHER THAN
THE
14
CONSTRUCTION OF ANY FACILITY THAT IS NOW IN OPERATION); (II) CONTRACTS RELATING
TO THE RENOVATION OR CONSTRUCTION OF ANY THEATRE (OTHER THAN THE CONSTRUCTION OF
ANY FACILITY THAT IS NOW IN OPERATION); (III) ANY OTHER CONTRACT, AGREEMENT OR
LEGALLY BINDING COMMITMENT PROVIDING FOR PAYMENTS BY OR TO THE COMPANIES IN
EXCESS OF $250,000 AT ANY TIME OR IN THE AGGREGATE DURING ANY YEAR (OTHER THAN
PURCHASE ORDERS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS) OR THAT IS
MATERIAL TO THE BUSINESS OR OPERATIONS OF THE COMPANIES, TAKEN AS A WHOLE, OR
WHOSE DEFAULT OR TERMINATION COULD HAVE A COMPANY MATERIAL ADVERSE EFFECT;
(IV) EMPLOYMENT, SEVERANCE, TERMINATION AND CONSULTING AGREEMENTS (EXCLUDING
AGREEMENTS WITH AT-WILL EMPLOYEES AND AGREEMENTS THAT MAY BE TERMINATED BY A
COMPANY WITHOUT PENALTY OTHER THAN CUSTOMARY SEVERANCE), PENSION, PROFIT
SHARING, INCENTIVE COMPENSATION, DEFERRED COMPENSATION STOCK/UNIT PURCHASE,
STOCK/UNIT OPTION, STOCK/UNIT APPRECIATION RIGHT, GROUP INSURANCE, SEVERANCE
PAY, OR RETIREMENT PLAN OR AGREEMENT OR ANY SIMILAR CONTRACT; (V) LOAN
AGREEMENTS, INDENTURES, REIMBURSEMENT AGREEMENTS FOR LETTERS OF CREDIT,
MORTGAGES, NOTES AND OTHER DEBT INSTRUMENTS OR THE GUARANTY OF ANY OBLIGATION
FOR THE BORROWING OF MONEY BY A COMPANY; (VI) CONFIDENTIALITY, NON-SOLICITATION
AND NON-COMPETE AGREEMENTS BY WHICH THE ACTIVITIES OF ANY COMPANY ARE
RESTRICTED; (VII) ANY AGREEMENT PURSUANT TO WHICH ANY COMPANY IS A PARTY TO A
PARTNERSHIP OR JOINT VENTURE; (VIII) ANY CAPITALIZED LEASE OBLIGATION; (IX) ANY
SETTLEMENT, CONCILIATION OR SIMILAR CONTRACT THAT HAS NOT BEEN PERFORMED; AND
(X) ANY LICENSE, AS