Music Rights. Liquid Audio warrants to the best of its knowledge that the ------------ public performance rights in the musical works contained in the LMN Programming are (i) controlled by ASCAP, BMI, SESAC or a performing rights society having jurisdiction, (ii) in the public domain, or (iii) controlled by Liquid Audio or its licensors. If musical works in category (iii) above are contained in the LMN Programming, a limited public performance license is deemed to be included within the scope of the license set forth in Section II above. If musical works in category (i) above are contained in the LMN Programming, Licensee shall contact BMI, ASCAP or the appropriate public performing rights organization to obtain a license covering the uses contemplated by this Agreement, which may include any preferred rates that may now or hereafter be negotiated by Liquid Audio on behalf of its syndication licensees. Licensee at its sole cost and expense shall be responsible for obtaining all licenses necessary to perform such musical works, and Licensee agrees to indemnify Liquid Audio against any liability loss or expenses arising form the performance of such musical works via the Licensed Web Sites without such a license.
Music Rights. With respect to the exploitation of Included Programs as authorized herein, the communication to the public/making available to the public via communication to the public rights to any music compositions contained in each of the Included Programs (collectively “Communication to the Public Rights”), are either (a) controlled by XXXX with respect to the Netherlands and SACEM with respect to Luxembourg and any other relevant collecting society with requisite authority and jurisdiction in the Territory with respect to the Communication to the Public Rights (each and collectively, the “PRO”) from which licenses on commercial terms and conditions covering Licensee’s transmissions of Included Programs in the Territory are available, (b) controlled by Licensor to the extent required for the licensing of the exhibition in accordance herewith (and not available for licensing through PROs), in which event no additional clearance of, or payment with respect to, such Communication to the Public Rights shall be required by Licensee associated with Licensee’s transmissions or other delivery of the Included Programs hereunder, or (c) in the public domain. In the event that music referenced in (a) above is included in an Included Program, Licensee shall be responsible for obtaining, if and to the extent required, a license from the relevant PROs for Communication to the Public Rights. Except as set forth in (b) above, Licensor does not represent or warrant that Licensee may exercise the Communication to the Public Rights without obtaining a valid communication to the public license and without payment of a Communication to the Public Rights royalty or license fee to a PRO, and if a Communication to the Public Rights royalty or license fee is required to be paid in connection with the exhibition of Included Programs permitted hereunder, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom.
Music Rights. To the Knowledge of the Seller and its Subsidiaries, all public performance and synchronization rights to the musical compositions recorded or otherwise included in the Works and the Acquired Assets are: (i) owned or controlled by the Seller and/or one or more of its Subsidiaries and licensed to the American Society of Composers, Authors and Publishers, Broadcast Music Inc., the Society of European Stage Authors and Composers, or similar organizations in other jurisdictions such as the Performing Rights Society Limited; (ii) in the public domain throughout the world; or (iii) duly licensed to the Seller and/or one or more of its Subsidiaries. All public performance, mechanical, synchronization and other royalties, fees and payments due and payable in respect of the musical compositions recorded or otherwise included in the Works and the Acquired Assets have been paid in full, other than non-payments as to which adequate reserves have been taken in the 2000 Audited Financial Statements or which, individually or in the aggregate, have not had, or would not reasonably be expected to have a Material Adverse Effect.
Music Rights. (a) Section 3.8(a)(i) of the Target Disclosure Schedule sets forth a true and complete list of all Music Rights owned by Target. Section 3.8(a)(ii) of the Target Disclosure Schedule sets forth a true and complete list of all Music Rights licensed by or to Target, including a description of whether such rights are exclusive or non-exclusive, whether the rights include the right to distribute custom compilations or digital downloads of the music in question, or both, and the expiration date of such rights. Target has written agreements (each of which are listed in the Target Disclosure Schedule) for all Music Rights owned, licensed, used, marketed, and sold by it, and those licensed to it, and except as set forth in Section 2.8(a) of the Target Disclosure Schedule, Target has not received any express notice from any party to such a contract challenging the enforceability or validity of such a contract, and all such contracts are enforceable in accordance with their terms. The Merger will not constitute or be deemed to constitute an assignment of any such Music Rights, require the consent of any third party or otherwise result in the termination or modification of any such Music Rights. All Music Rights owned or licensed by Target were recorded and otherwise prepared in all respects in accordance with the rules and regulations of any unions, guilds and similar associations having jurisdiction. Each person or entity who has rendered any service or provided any materials in connection with, or has contributed in any way, to the making of the Music Rights has the right to grant such rights, render such services or furnish such materials. Except as disclosed in the Target Disclosure Schedule, all fees and other payments applicable to or resulting from the creation, recording, manufacture, duplication, and distribution of the Music Rights, including, but not limited to, payments to performers, producers, engineers and others, have been fully and completely paid by Target.
Music Rights. 11.1 The LICENSOR shall on delivery of the material furnish the LICENSEE with a complete music-cue sheet of track titles, composers and publishers of all music used in the PRODUCTION as well as the duration of each track (See Annexure 1: CTV Music Cue Sheet attached).
Music Rights. (a) Section 3.8(a)(i) of the Target Disclosure Schedule sets forth a true and complete list or summary of all Music Rights owned by Target. Section 3.8(a)(ii) of the Target Disclosure Schedule sets forth a true and complete list or summary of all Music Rights licensed by or to Target, including a description of whether such rights are exclusive or non-exclusive, whether the rights include the right to distribute tangible copies, custom compilations or digital downloads of the music in question, the expiration date of such rights and any territorial limitations of such rights. Except as set forth in Section 3.8 of the Target Disclosure Schedule, Target has written contracts (each of which are listed or summarized in the Target Disclosure Schedule) for all Music Rights owned, licensed, used, marketed, and sold by it, and those licensed to it, Target has not received any notice from any party to such a contract or any third party challenging the enforceability or validity of such a contract, and all such contracts are enforceable in accordance with their terms. Except as set forth in Section 3.8 of the Target Disclosure Schedule, the Merger will not constitute or be deemed to constitute an assignment of any such Music Rights, require the consent of any third party or otherwise result in the termination or modification of any such Music Rights. Except as set forth in Section 3.8 of the Target Disclosure Schedule, all Music Rights owned by Target were recorded and otherwise prepared in all respects in accordance with the rules and regulations of any unions, guilds and similar associations having jurisdiction. Except as set forth in Section 3.8 of the Target Disclosure Schedule, each Person who has rendered any service or provided any materials in connection with, or has contributed in any way, to the making of the Music Rights owned by Target has the right to grant such rights, render such services or furnish such materials. Except as set forth in Section 3.8 of the Target Disclosure Schedule, all fees and other payments applicable to or resulting from the creation, recording, manufacture, duplication, and distribution of the Music Rights, including, but not limited to, payments to performers, producers, engineers and others, have been fully and completely paid by Target.
Music Rights. Liquid Audio and/or the content owner, and not Merchant, shall be responsible for payment of any mechanical royalty obligations incurred in connection with Digital Music Sales Transactions. Liquid Audio warrants to the best of its knowledge that the public performance rights in the musical works contained in the RIFFS Catalog are (i) controlled by ASCAP, BMI, SESAC or a performing rights society having jurisdiction, (ii) in the public domain, or (iii) controlled by Liquid Audio or its licensors. If musical works in category (iii) above are contained in the RIFFS Catalog, a limited public performance license is deemed to be included within the scope of the license set forth in Section II above. If musical works in category (i) above are contained in the RIFFS Catalog, Merchant shall contact BMI, ASCAP or the appropriate public performing rights organization to obtain a license covering the uses contemplated by this Agreement, which may include any preferred rates that may now or hereafter be negotiated by Liquid Audio on behalf of its merchant affiliates. Merchant at its sole cost and expense shall be responsible for obtaining all licenses necessary to publicly perform such musical works, and Merchant agrees to indemnify Liquid Audio against any liability, loss or expenses arising from the performance of such musical works via the Merchant Site without such a license.
Music Rights. The performing rights to all musical compositions contained in the Program are: (i) controlled by a performing rights society or similar association representing the interests of composers, authors and music publishers in the Territory, (ii) in the public domain in the Territory, or (iii) controlled by Grantor to the extent required for the purposes of this Agreement and Grantor similarly controls or has licenses for and has obtained any necessary synchronization, mechanical and recording rights, at no cost or expense to CBS/FOX.
Music Rights. Licensor has obtained from the applicable artists, producers, record companies, songwriters, composers, and publishers: (i) all agreements, synchronization licenses, master use licenses and performing rights licenses necessary for the use of all Picture Music contained in the Picture in connection with the Rights granted to SPWA hereunder, such that no additional payment shall be required by SPWA including, without limitation, download fees or mechanical reproduction fees; and (ii) any and all other documents necessary to grant the Rights in and to the music contained in the Picture (in connection with the Picture), to SPWA (collectively “Music Rights”). All agreements in connection with New Music shall be entered into in the United States, applying the law of the United States, and shall specify that the music delivered thereunder is a “work-made-for-hire” in accordance with United States copyright law.
Music Rights. All of the musical compositions and sound recordings thereof embodied in the Owned Programs that have been completed and delivered to the domestic distributor have been cleared for synchronization, reproduction and use in the Owned Programs in all media now known or hereafter devised. All of the public performance rights with respect to the music contained in each such Owned Program are (A) controlled by the American Society of Composers, Authors and Publishers, Broadcast Music Inc., SESAC or other applicable music performing rights organization (each, a “Performing Rights Organization”); (B) in the public domain; or (C) duly licensed or otherwise owned by the Company with sufficient rights to permit its public performance in connection with the exhibition of each such Owned Program in all media and by those means in which each such Owned Program is currently commercially Exploited. The Company has valid and enforceable agreements with the American Society of Composers, Authors and Publishers, Broadcast Music Inc., SESAC and all other applicable music performing rights organizations that cover the licensing of public performance rights in the United States. To the Knowledge of the Company, there are no material amounts accrued and currently due by the Company in respect of Contracts with any Performing Rights Organization.
