Exchange Act.
Omitted information, marked "[***]" in this
Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.
8.
PROMOTION.
(A)
TWC WILL CAUSE THE TWC CABLE SYSTEMS TO USE
[***] TO PROMOTE THE SALE OF THE PROGRAMS ON A VIDEO ON DEMAND BASIS.
LICENSOR
WILL PROVIDE TO TWC, UPON REQUEST, AT [***] COST, REASONABLE QUANTITIES OF
LICENSOR'S THEN AVAILABLE PROMOTIONAL, MARKETING AND SALES MATERIAL FOR THE
PROGRAMS.
(B)
TWC ACKNOWLEDGES THAT, AS BETWEEN TWC AND
LICENSOR, CERTAIN NAMES AND MARKS INCLUDED IN THE PROGRAMS, AS WELL AS THE NAMES
OF CERTAIN OF THE PROGRAMS, ARE THE EXCLUSIVE PROPERTY OF LICENSOR (OR ITS
SUPPLIERS) AND THAT TWC HAS NOT AND WILL NOT ACQUIRE ANY PROPRIETARY RIGHTS
THEREIN BY REASON OF THIS AGREEMENT.
SUBJECT TO COMPLIANCE WITH THE TERMS OF
EXHIBIT D HERETO, USE OF SUCH NAMES AND MARKS IN THE FORM SUPPLIED BY LICENSOR
IN ROUTINE PROMOTIONAL MATERIALS (SUCH AS PRINT OR ELECTRONIC (INCLUDING
INTERACTIVE) PROGRAM GUIDES, WEB SITES, PROGRAM LISTINGS AND BILL STUFFERS),
ON-SCREEN PROMOTIONS AND BILLING STATEMENTS SHALL BE DEEMED APPROVED UNLESS
LICENSOR SPECIFICALLY GIVES WRITTEN NOTICE TO TWC TO THE CONTRARY.
NOTHING
CONTAINED HEREIN SHALL LIMIT OR RESTRICT THE RIGHT OF TWC TO USE SUCH NAMES AND
MARKS IN CONNECTION WITH THE EXERCISE OF ITS RIGHTS HEREUNDER.
(C)
LICENSOR SHALL NOT USE, AND NO RIGHT OR
LICENSE IS HEREIN GRANTED TO LICENSOR TO USE, ANY OF THE TRADE NAMES,
TRADEMARKS, COPYRIGHTS, STYLES, SLOGANS, TITLES, LOGOS OR SERVICE MARKS OF TWC,
ANY TWC CABLE TELEVISION SYSTEM OR ANY AFFILIATE OF TWC.
9.
REPRESENTATIONS AND WARRANTIES.
(A)
LICENSOR REPRESENTS AND WARRANTS THAT:
(I) LICENSOR IS A CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF COLORADO; (II) LICENSOR HAS THE
REQUISITE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO FULLY
PERFORM ITS OBLIGATIONS HEREUNDER; (III) THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL ACTIONS NECESSARY ON THE PART
OF LICENSOR; (IV) LICENSOR IS NOT SUBJECT TO ANY CONTRACTUAL OR OTHER LEGAL
OBLIGATION WHICH WILL IN ANY WAY INTERFERE WITH ITS FULL PERFORMANCE OF THIS
AGREEMENT; AND (V) THE INDIVIDUAL EXECUTING THIS AGREEMENT ON BEHALF OF LICENSOR
HAS THE AUTHORITY TO DO SO.
(B)
LICENSOR REPRESENTS AND WARRANTS THAT IT HAS
AND WILL HAVE THE RIGHT TO GRANT THE LICENSES GRANTED HEREIN, FREE AND CLEAR OF
ALL LIENS, RESTRICTIONS, CHARGES, CLAIMS AND ENCUMBRANCES, THAT IT HAS OBTAINED
AND WILL MAINTAIN ALL LICENSES, PERMITS, EXEMPTIONS, AUTHORIZATIONS AND CONSENTS
NECESSARY TO FULLY PERFORM THIS AGREEMENT AND THAT NO PROGRAM (I) IS OR WILL BE
OBSCENE OR DEFAMATORY (UNLESS PRIVILEGED) OR (II) VIOLATES OR INFRINGES OR WILL
VIOLATE OR INFRINGE THE CIVIL OR PROPERTY RIGHTS, COPYRIGHTS, MUSIC
SYNCHRONIZATION RIGHTS, TRADEMARK RIGHTS, PATENT RIGHTS OR RIGHTS OF PRIVACY OR
PUBLICITY OR ANY OTHER RIGHTS OF ANY PERSON.
NOTWITHSTANDING ANYTHING ELSE IN
THIS AGREEMENT, TWC SHALL HAVE THE RIGHT TO CEASE OFFERING ANY PROGRAM IF THE
REPRESENTATIONS CONTAINED IN THIS SECTION 9(B)