Common use of Upgrades and Modifications Clause in Contracts

Upgrades and Modifications. In order to ensure compatibility with, and optimum performance and robustness of, the Digital Content Network and the LLC Equipment (including hardware and software), LLC reserves the right to request of Regal the replacement, upgrade or modification of any Regal Equipment installed at any Theatre or the assistance with an upgrade to Software on Regal Equipment; provided that such requests are equally and timely communicated to each of Regal, AMC and Cinemark (the “Upgrade Request”). In the event of an Upgrade Request, LLC shall provide Regal as much written notice as is reasonably practicable under the circumstances, but in no event less than ten (10) business days written notice. LLC and Regal will negotiate with each other in good faith on the terms of any Upgrade Requests, including cost sharing terms, if any. If LLC and Regal are not able to come to agreement about an Upgrade Request, LLC may elect to pay for the replacements, upgrades or modifications contained in the Upgrade Request including all reasonable incidental and incremental costs to Regal, and Regal shall be obligated to permit LLC to perform all necessary work to fulfill the Upgrade Request, provided (i) there is no additional unreimbursed cost to it to accept such replacement, upgrade or modification and (ii) that such replacement, upgrade or modification does not unreasonably interfere with Regal’s theatre operations and does not include any replacement, upgrade or modification of Regal software without Regal’s express prior written consent. LLC agrees that, to the extent practicable, it will develop a system that seeks to minimize the need to enter the Theatres in order to update the Software.

Upgrades and Modifications. In order to ensure compatibility with, and optimum performance and robustness of, the Digital Content Network and the LLC Equipment (including hardware and software), LLC reserves the right to request of Regal Cinemark the replacement, upgrade or modification of any Regal Cinemark Equipment installed at any Theatre or the assistance with an upgrade to Software on Regal Cinemark Equipment; provided that such requests are equally and timely communicated to each of RegalCinemark, AMC and Cinemark Regal (the “Upgrade Request”). In the event of an Upgrade Request, LLC shall provide Regal Cinemark as much written notice as is reasonably practicable under the circumstances, but in no event less than ten (10) business days written notice. LLC and Regal Cinemark will negotiate with each other in good faith on the terms of any Upgrade Requests, including cost sharing terms, if any. If LLC and Regal Cinemark are not able to come to agreement about an Upgrade Request, LLC may elect to pay for the replacements, upgrades or modifications contained in the Upgrade Request including all reasonable incidental and incremental costs to RegalCinemark, and Regal Cinemark shall be obligated to permit LLC to perform all necessary work to fulfill the Upgrade Request, provided (i) there is no additional unreimbursed cost to it to accept such replacement, upgrade or modification and (ii) that such replacement, upgrade or modification does not unreasonably interfere with RegalCinemark’s theatre operations and does not include any replacement, upgrade or modification of Regal Cinemark software without RegalCinemark’s express prior written consent. LLC agrees that, to the extent practicable, it will develop a system that seeks to minimize the need to enter the Theatres in order to update the Software.

Upgrades and Modifications. In order to ensure compatibility with, and optimum performance and robustness of, the Digital Content Network and the LLC Equipment (including hardware and software), LLC reserves the right to request of Regal Cinemark the replacement, upgrade or modification of any Regal Cinemark Equipment installed at any Theatre or the assistance with an upgrade to Software on Regal Cinemark Equipment; provided that such requests are equally and timely communicated to each of RegalAMC, AMC Cinemark and Cinemark Regal (the “Upgrade Request”). In the event of an Upgrade Request, LLC shall provide Regal Cinemark as much written notice as is reasonably practicable under the circumstances, but in no event less than ten (10) business days written notice. LLC and Regal Cinemark will negotiate with each other in good faith on the terms of any Upgrade Requests, including cost sharing terms, if any. If LLC and Regal Cinemark are not able to come to agreement about an Upgrade Request, LLC may elect to pay for the replacements, upgrades or modifications contained in the Upgrade Request including all reasonable incidental and incremental costs to RegalCinemark, and Regal Cinemark shall be obligated to permit LLC to perform all necessary work to fulfill the Upgrade Request, provided (i) there is no additional unreimbursed cost to it to accept such replacement, upgrade or modification and (ii) that such replacement, upgrade or modification does not unreasonably interfere with RegalCinemark’s theatre operations and does not include any replacement, upgrade or modification of Regal Cinemark software without RegalCinemark’s express prior written consent. LLC agrees that, to the extent practicable, it will develop a system that seeks to minimize the need to enter the Theatres in order to update the Software.

Upgrades and Modifications. In order to ensure compatibility with, and optimum performance and robustness of, the Digital Content Network and the LLC Equipment (including hardware and software), LLC reserves the right to request of Regal Cinemark the replacement, upgrade or modification of any Regal Cinemark Equipment installed at any Theatre or the assistance with an upgrade to Software on Regal Cinemark Equipment; provided that such requests are equally and timely communicated to each of RegalAMC, AMC Cinemark and Cinemark Regal (the “Upgrade Request”). In the event of an Upgrade Request, LLC shall provide Regal Cinemark as much written notice as is reasonably practicable under the circumstances, but in no event less than ten (10) business days written notice. LLC and Regal Cinemark will negotiate with each other in good faith on the terms of any Upgrade Requests, including cost sharing terms, if any. If LLC and Regal Cinemark are not able to come to agreement about an Upgrade Request, LLC may elect to pay for the replacements, upgrades or modifications contained in the Upgrade Request including all reasonable incidental and incremental costs to RegalCinemark, and Regal Cinemark shall be obligated to permit LLC to perform all necessary work to fulfill the Upgrade Request, provided (i) there is no additional unreimbursed cost to it to accept such replacement, upgrade or modification and (ii) that such replacement, upgrade or modification does not unreasonably interfere with RegalCinemark’s theatre operations and does not include any replacement, upgrade or modification of Regal Cinemark software without RegalCinemark’s express prior written consent. LLC agrees that, to the extent practicable, it will develop a system that seeks to minimize the need to enter the Theatres in order to update the Software.. Section 3.06

Upgrades and Modifications. In order to ensure compatibility with, and optimum performance and robustness of, the Digital Content Network and the LLC Equipment (including hardware and software), LLC reserves the right to request of Regal AMC the replacement, upgrade or modification of any Regal AMC Equipment installed at any Theatre or the assistance with an upgrade to Software on Regal AMC Equipment; provided that such requests are equally and timely communicated to each of Regal, AMC and Cinemark (the “Upgrade Request”). In the event of an Upgrade Request, LLC shall provide Regal AMC as much written notice as is reasonably practicable under the circumstances, but in no event less than ten (10) business days written notice. LLC and Regal AMC will negotiate with each other in good faith on the terms of any Upgrade Requests, including cost sharing terms, if any. If LLC and Regal AMC are not able to come to agreement about an Upgrade Request, LLC may elect to pay for the replacements, upgrades or modifications contained in the Upgrade Request including all reasonable incidental and incremental costs to RegalAMC, and Regal AMC shall be obligated to permit LLC to perform all necessary work to fulfill the Upgrade Request, provided (i) there is no additional unreimbursed cost to it to accept such replacement, upgrade or modification and (ii) that such replacement, upgrade or modification does not unreasonably interfere with RegalAMC’s theatre operations and does not include any replacement, upgrade or modification of Regal AMC software without RegalAMC’s express prior written consent. LLC agrees that, to the extent practicable, it will develop a system that seeks to minimize the need to enter the Theatres in order to update the Software.

Upgrades and Modifications. In order to ensure compatibility with, and optimum performance and robustness of, the Digital Content Network and the LLC Equipment (including hardware and software), LLC reserves the right to request of Regal AMC the replacement, upgrade or modification of any Regal AMC Equipment installed at any Theatre or the assistance with an upgrade to Software on Regal AMC Equipment; provided that such requests are equally and timely communicated to each of RegalAMC, AMC Cinemark and Cinemark Regal (the “Upgrade Request”). In the event of an Upgrade Request, LLC shall provide Regal AMC as much written notice as is reasonably practicable under the circumstances, but in no event less than ten (10) business days written notice. LLC and Regal AMC will negotiate with each other in good faith on the terms of any Upgrade Requests, including cost sharing terms, if any. If LLC and Regal AMC are not able to come to agreement about an Upgrade Request, LLC may elect to pay for the replacements, upgrades or modifications contained in the Upgrade Request including all reasonable incidental and incremental costs to RegalAMC, and Regal AMC shall be obligated to permit LLC to perform all necessary work to fulfill the Upgrade Request, provided (i) there is no additional unreimbursed cost to it to accept such replacement, upgrade or modification and (ii) that such replacement, upgrade or modification does not unreasonably interfere with RegalAMC’s theatre operations and does not include any replacement, upgrade or modification of Regal AMC software without RegalAMC’s express prior written consent. LLC agrees that, to the extent practicable, it will develop a system that seeks to minimize the need to enter the Theatres in order to update the Software.