Subsequent Seasons. Provided (a) Owner has received all amounts due hereunder and Distributor is not in breach or default hereof; (b) this Agreement remains in full force and effect and has not been terminated for any reason set forth herein; and (c) the Program is cleared in accordance with the Minimum Clearance requirements prescribed in Paragraph 3 above, then if Owner elects (in its sole discretion) to produce additional episodes of the Program for subsequent production years following the First Season, Distributor shall be locked and obligated to distribute such episodes on Free Television and Basic Cable in the Domestic Territory and on all forms of television in the Foreign Territory on the terms set forth herein (provided, however, that Owner shall not be required to pay any Distribution Fee Advance payments to Distributor in subsequent production years). Owner shall give Distributor written notice of its intention to produce such additional episodes by the May 1 preceding the proposed commencement of production of such episodes (e.g., Owner would be required to give Distributor written notice of its intention to produce episodes for a second season of the Program by May 1, 2001). In the event Owner is not required (for any of the reasons set forth in items (a) through (c) above) and elects not to offer Distributor the opportunity to distribute such additional episodes, then neither Owner nor Distributor shall have any further obligations to the other hereunder in connection with any subsequently produced episodes of the Program.

Subsequent Seasons. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, at CPT’s option in its sole discretion on a season-by-season basis, TCCSL hereby grants to CPT the exclusive, subject only to Section 3.c, sublicenseable Rights throughout the Territory and during the Program’s License Period for each season of the Program after the first season (the “Option”). Upon CPT’s exercise of the Option for any season, such season shall be included as a Program hereunder and shall be licensed under the same terms (including for the avoidance of doubt the same per episode advances) applicable to the first season. TCCSL shall promptly provide notice to CPT if it elects to produce additional seasons of the Program, and the Option for each season may be exercised by CPT providing notice to TCCSL no later than thirty (30) days after receipt of notice from TCCSL that it is producing such additional season. TCCSL Reserved Rights. TCCSL owns the Format and the copyright in the Program and all other rights in the Program other than the Rights granted to CPT hereunder. In addition, the Rights granted to CPT hereunder shall be subject to TCCSL’s right to conclude the first UK and Eire television license agreement for the Program with such UK broadcaster as TCCSL shall select (subject to Section 3.d); provided, that such television license agreement shall only contain terms (e.g., license period, runs granted, etc.) that are customary in the UK and Eire and shall not include catch-up and other rights beyond what is customarily granted in the UK and Eire for similar television licenses.

Subsequent Seasons. The greenlighting of the second (and subsequent) season will be contingent upon the first season meeting specific thresholds (TBD) which will be mutually agreed upon by Xxxxxx and XXXX. If those thresholds are satisfied, and the parties mutually agree to greenlight the next season, Xxxxxx will have the exclusive option to co-finance and license the subsequent season of the Series on materially the same terms hereof (with the understanding that the production budget for subsequent seasons will increase which will result in a pro rata increase to the amount of the Production Funding to be provided by Xxxxxx). Xxxxxx will retain all exclusive U.S. Linear, VOD and SVOD rights for each subsequent season for a term of 24 months commencing from the initial U.S. exhibition of that season's last episode of the Series. 000 Xxxx 00xx Xxxxxx, Suite 1555 New York, NY 10120 xxx.xxxxxx.xxx A long-form agreement will follow which will entail in detail the entire terms and conditions of this intended production and distribution partnership agreement will be executed between Zonzia Media Inc. and Georgeville Television LLC. Until such time as the long form agreement is entered into, this LOI shall constitute the sole and binding agreement between the parties regarding the Series. 000 Xxxx 00xx Xxxxxx, Suite 1555 New York, NY 10120 xxx.xxxxxx.xxx

Related to Subsequent Seasons

Subsequent Closings Subject to the satisfaction (or waiver by the Agent in its sole discretion) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), each applicable Lender hereby promises to purchase from the Borrower an aggregate principal amount of additional Notes not to exceed, when aggregated with the principal amount of Notes acquired by such Lender prior to such Subsequent Closing (including, without limitation, at the Closing), such Lender’s Commitment. Subject to the satisfaction (or waiver by the Agent) of the conditions to a Subsequent Closing set forth in Section 5.2 and further subject to Section 10.2(a), in consideration for each applicable Lender’s payment of its pro rata share of the aggregate purchase price (the “Subsequent Closing Note Purchase Price”) of the Notes to be purchased by such Lenders at such Subsequent Closing, the Borrower shall issue and sell to each Lender on the applicable Subsequent Closing Date (as defined below), and each Lender severally, but not jointly, agrees to purchase from the Borrower on such Subsequent Closing Date, a principal amount of Notes in the amount each Lender has agreed in writing to pay in respect thereof, pursuant to a Notice of Purchase and Sale. The closing (each a “Subsequent Closing”) of any of the transactions contemplated by this Section 3.2 and the issuance of the additional Notes to be issued to the Lenders at such Subsequent Closing shall occur at the offices of Xxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. With respect to each Subsequent Closing, the date and time of such Subsequent Closing (the “Subsequent Closing Date”) shall be 10:00 a.m., Chicago time, on the date on which the conditions set forth in Section 5.2 below shall be satisfied or waived in accordance with this Agreement (or such later date as is mutually agreed to by the Borrower and the Agent). On each Subsequent Closing Date, (i) each Lender shall pay its pro rata share of the applicable Subsequent Closing Note Purchase Price to the Borrower for the Notes to be issued and sold to such Lender at such Subsequent Closing, by wire transfer of immediately available funds in accordance with the Borrower’s written wire instructions, and (ii) the Borrower shall deliver to each Lender the Notes (in the denominations as such Lender shall have requested prior to such Subsequent Closing) which such Lender is then purchasing, duly executed on behalf of the Borrower and registered in the name of such Lender or its designee.
Subsequent Equity Sales (a) From the date hereof until 90 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.
Initial Term Loans Subject to the terms and conditions hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Initial Term Loans:
Secondary Market Transactions Each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary Market Transaction”). In connection with any such Secondary Market Transaction, Company shall, at Company’s expense, cooperate with Purchasers and otherwise reasonably assist Purchasers in satisfying the market standards to which Purchasers customarily adhere or which may be reasonably required in the marketplace or by applicable rating agencies in connection with any such Secondary Market Transaction. Subject to any written confidentiality obligation, all information regarding Company may be furnished, without liability except in the case of gross negligence or willful misconduct, to any Purchaser and to any Person reasonably deemed necessary by Purchaser in connection with participation in such Secondary Market Transaction. All documents, financial statements, appraisals and other data relevant to Company or the Subordinated Notes may be retained by any such Person.
Subsequent Rights Offerings In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).
Subsequent Offerings Each Investor shall have a right of first refusal to purchase its pro rata share of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 hereof. Each Investor's pro rata share is equal to the ratio of (a) the number of shares of the Company's Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares) which such Investor is deemed to be a holder immediately prior to the issuance of such Equity Securities to (b) the total number of shares of the Company's outstanding Common Stock (including all shares of Common Stock issued or issuable upon conversion of the Shares or upon the exercise of any outstanding warrants or options) immediately prior to the issuance of the Equity Securities. The term "Equity Securities" shall mean (i) any Common Stock, Preferred Stock or other security of the Company, (ii) any security convertible, with or without consideration, into any Common Stock, Preferred Stock or other security (including any option to purchase such a convertible security), (iii) any security carrying any warrant or right to subscribe to or purchase any Common Stock, Preferred Stock or other security or (iv) any such warrant or right.
Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.
HSR Waiting Period The waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated.

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