Common use of Takeover Rights Clause in Contracts

Takeover Rights. 14.2.1 In the event of a Takeover, (a) Completion Guarantor shall have the right to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise protect and enforce Completion Guarantor’s rights, remedies, powers and defenses hereunder and to maintain, protect and preserve the Collateral, and (b) Producer shall comply, and cause Key Cast and Key Crew members and other third parties materially involved with Production and Delivery to comply, with all instructions given by Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative to progress and complete Production and Delivery and to remove, remedy or reduce any claim or the risk of there being any claim made against Completion Guarantor under the Completion Guaranty or any of the other Completion Documents including the suspension or dismissal of any person or persons engaged in Production and Delivery, provided that no such instruction shall conflict with the provisions of the Interparty Agreement, any Distributor Agreement or other contractual obligations of Producer with respect to the Film which has been previously approved by Completion Guarantor, except with the consent of all parties affected thereby. Producer acknowledges and agrees that, in the event of a Takeover, Completion Guarantor does not assume Producer’s executory obligations, all of which Producer shall continue to be obligated to perform. Completion Guarantor agrees that it shall not knowingly interfere with Producer’s rights or its ability to perform its services concerning the Film; however, any reasonable actions taken by or at the direction of Completion Guarantor to advance and complete Production and Delivery during a Takeover shall be deemed not to be an interference with Producer’s rights or its ability to perform its services concerning the Film.

Appears in 2 contracts

Samples: Completion Agreement, Completion Agreement

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Takeover Rights. 14.2.1 In the event of a Takeover, (a) Completion Guarantor shall have the right to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise protect and enforce Completion Guarantor’s rights, remedies, powers and defenses hereunder and to maintain, protect and preserve the Collateral, and (b) Producer shall comply, and cause Key Cast and Key Crew members and other third parties materially involved with Production and Delivery to comply, with all instructions given by Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative in order to progress advance and complete Production and Delivery and to remove, remedy or reduce any claim or the risk likelihood of there being any such risk of a claim made against Completion Guarantor under the Completion Guaranty or any of the other Completion Documents including the suspension or dismissal of any person or persons engaged in Production and Delivery, provided that no such instruction shall conflict with the provisions of the Interparty Agreement, any Distributor Agreement or other contractual obligations of Producer with respect to the Film which has have been previously approved by Completion Guarantor, except with the consent of all parties affected thereby. Producer acknowledges and agrees that, in the event of a Takeover, Completion Guarantor does not assume Producer’s executory obligations, all of which Producer shall continue to be obligated to perform. Completion Guarantor agrees that it shall not knowingly interfere with Producer’s rights or its ability to perform its services concerning in relation to the Film; however, any reasonable actions taken by or at the direction of Completion Guarantor to advance and complete Production and Delivery during a Takeover shall be deemed not to be an interference with Producer’s rights or its ability to perform its services concerning in relation to the Film.

Appears in 2 contracts

Samples: Completion Agreement, Completion Agreement

Takeover Rights. 14.2.1 In the event of a Takeover, (a) Completion Guarantor shall have the right to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise protect and enforce Completion Guarantor’s rights, remedies, powers and defenses hereunder and to maintain, protect and preserve the Collateral, and (b) Producer shall comply, and cause Key Cast and Key Crew members and other third parties materially involved with Production and Delivery to comply, with all instructions given by Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative to progress and complete Production and Delivery and to remove, remedy or reduce any claim or the risk of there being any claim made against Completion Guarantor under the Completion Guaranty or any of the other Completion Documents including the suspension or dismissal of any person or persons engaged in Production and Delivery, provided that no such instruction shall conflict with the provisions of the Interparty Agreement, any Distributor Agreement or other contractual obligations of Producer with respect to the Film which has been previously approved by Completion Guarantor, except with the consent of all parties affected thereby. Producer acknowledges and agrees that, in the event of a Takeover, Completion Guarantor does not assume Producer’s executory obligations, all of which Producer shall continue to be obligated to perform. Completion Guarantor agrees that it shall not knowingly interfere with Producer’s rights or its ability to perform its services concerning the Film; however, any reasonable actions taken by or at the direction of Completion Guarantor to advance and complete Production and Delivery during a Takeover shall be deemed not to be an interference with Producer’s rights or its ability to perform its services concerning the Film.

Appears in 1 contract

Samples: Completion Agreement

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Takeover Rights. 14.2.1 In the event of a Takeover, (a) Completion Guarantor shall have the right to do all acts and take all steps necessary to advance and complete Production and Delivery and otherwise protect and enforce Completion Guarantor’s rights, remedies, powers and defenses hereunder and to maintain, protect and preserve the Collateral, and (b) Producer shall comply, and cause Key Cast and Key Crew members and other third parties materially involved with Production and Delivery to comply, with all instructions given by Completion Guarantor, UniFi (acting as the agent for Completion Guarantor) or the Production Representative in order to progress and complete Production and Delivery and to remove, remedy or reduce any claim or the risk of there being any claim made against Completion Guarantor under the Completion Guaranty or any of the other Completion Documents including the suspension or dismissal of any person or persons engaged in Production and Delivery, provided that no such instruction shall conflict with the provisions of the Interparty Agreement, any Distributor Agreement or other contractual obligations of Producer with respect to the Film which has been previously approved by Completion Guarantor, except with the consent of all parties affected thereby. Producer acknowledges and agrees that, in the event of a Takeover, Completion Guarantor does not assume Producer’s executory obligations, all of which Producer shall continue to be obligated to perform. Completion Guarantor agrees that it shall not knowingly interfere with Producer’s rights or its ability to perform its services concerning in relation to the Film; however, any reasonable actions taken by or at the direction of Completion Guarantor to advance and complete Production and Delivery during a Takeover shall be deemed not to be an interference with Producer’s rights or its ability to perform its services concerning in relation to the Film.

Appears in 1 contract

Samples: Completion Agreement

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