Common use of Release Commitment Clause in Contracts

Release Commitment. 18.1.1 If the Recording Commitment Album for a Contract Period has been Delivered and Company has not released such Album in the USA within five (5) months (excluding December if the said five (5) month period would otherwise have expired in December) after Delivery thereof then Contractor shall be entitled as Contractor’s sole remedy to serve notice on Company specifically referring to this Clause 5.1.1 requesting that such Album be released in the USA within the period of sixty (60) days (excluding December) following receipt by Company of such notice (“Release Notice”). It shall be a condition precedent of Contractor’s entitlement to rely on the provisions of this clause that all consents and/or other approvals shall have been given by Contractor in respect of all relevant matters in relation to Company’s entitlement to release such Album for which it is required not less than forty-five (45) days prior to service by Contractor of the applicable Release Notice. 18.1.2 Failing such release within such sixty (60) day period Contractor may serve further notice on Company which notice shall if specifically referring to this sub-clause 5.1.2 and if duly received within thirty (30) days promptly following such sixty (60) day period be effective as Contractor’s sole remedy to: (a) terminate the Term; and (b) to require Company to re-assign to Contractor the copyright and all other rights vested in Company (but subject to any applicable third party rights and excluding any territory or territories where the applicable Album has been released by one of Company’s licensees) in all Audio Material (and all Audio-Visual Material) made and delivered in respect of the applicable unreleased Recording Commitment Album and associated Singles in consideration of which Contractor shall either (at Contractor’s election, which shall be notified in writing to Company when serving the notice referred to at line 2 of this sub-clause 5.1.2) repay to Company within seven (7) working days of such notice the full amount of all costs incurred by Company in creating such Material which have not at that date previously been recouped from the Royalty, or alternatively pay to Company in perpetuity a fraction (the numerator of which shall be four (4) and the denominator of which shall be the gross royalty payable to Contractor by the applicable third party) of all third party advances (excluding such element of such advances as are expended on recording costs) received by Contractor in respect thereof and a royalty payable from record one (subject to recoupment of the advance paid to Company) of four per cent (4%) of the Royalty Base Price as calculated herein on all worldwide exploitation of the applicable Material plus all applicable Producer and third party royalties and a pro rate share of all flat fee income derived worldwide in perpetuity therefrom. For avoidance of doubt in the event that such Album is released at any time prior to receipt of such further notice then such further notice shall be of no effect.

Release Commitment. 18.1.1 5.1.1 If the Recording Commitment Album for a Contract Period has been Delivered and Company has not released such Album in the USA within five (5) months (excluding December if the said five (5) month period would otherwise have expired in December) after Delivery thereof then Contractor shall be entitled as Contractor’s sole remedy to serve notice on Company specifically referring to this Clause 5.1.1 requesting that such Album be released in the USA within the period of sixty (60) days (excluding December) following receipt by Company of such notice (“Release Notice”). It shall be a condition precedent of Contractor’s entitlement to rely on the provisions of this clause that all consents and/or other approvals shall have been given by Contractor in respect of all relevant matters in relation to Company’s entitlement to release such Album for which it is required not less than forty-five (45) days prior to service by Contractor of the applicable Release Notice. 18.1.2 5.1.2 Failing such release within such sixty (60) day period Contractor may serve further notice on Company which notice shall if specifically referring to this sub-clause 5.1.2 and if duly received within thirty (30) *** FOIA Confidential Treatment days promptly following such sixty (60) day period be effective as Contractor’s sole remedy to: (a) terminate the Term; and (b) to require Company to re-assign to Contractor the copyright and all other rights vested in Company (but subject to any applicable third party rights and excluding any territory or territories where the applicable Album has been released by one of Company’s licensees) in all Audio Material (and all Audio-Visual Material) made and delivered in respect of the applicable unreleased Recording Commitment Album and associated Singles in consideration of which Contractor shall either (at Contractor’s election, which shall be notified in writing to Company when serving the notice referred to at line 2 of this sub-clause 5.1.2) repay to Company within seven (7) working days of such notice the full amount of all costs incurred by Company in creating such Material which have not at that date previously been recouped from the Royalty, or alternatively pay to Company in perpetuity a fraction (the numerator of which shall be four (4) and the denominator of which shall be the gross royalty payable to Contractor by the applicable third party) of all third party advances (excluding such element of such advances as are expended on recording costs) received by Contractor in respect thereof and a royalty payable from record one (subject to recoupment of the advance paid to Company) of four *** per cent (4***%) of the Royalty Base Price as calculated herein on all worldwide exploitation of the applicable Material plus all applicable Producer and third party royalties and a pro rate rata share of all flat fee income derived worldwide in perpetuity therefrom. For avoidance of doubt in the event that such Album is released at any time prior to receipt of such further notice then such further notice shall be of no effect.