Common use of Licensor’s Representations and Warranties Clause in Contracts

Licensor’s Representations and Warranties. of the Original Agreement is deleted in its entirety and replaced with the following: [If SOCAN takes the position that mechanical royalties arise out of streaming or temporary download in cache, licensees should bear that royalty cost for the same reasons as public performance royalties. We have used the alternative language below in the footnote1, if TVN feels more comfortable with that.] The performing and mechanical reproduction rights to any musical works contained in each of the Licensed Films, are either (i) controlled by ASCAP, BMI, SESAC or similar musical rights organizations, collecting societies or governmental entities having jurisdiction in the Territory, (ii) controlled by Licensor to the extent required for the licensing of the exhibition and/or manufacturing of copies of the Licensed Films in accordance herewith, or (iii) in the public domain. Licensor does not represent or warrant that Licensee may exercise the performing rights and/or mechanical reproduction rights in the music without obtaining a valid performance and/or mechanical reproduction license and without payment of a performing rights royalty, mechanical royalty or license fee, and if a performing rights royalty, mechanical royalty or license fee is required to be paid in connection with the exhibition or manufacturing copies of a Licensed Film, Licensee shall be responsible for the payment thereof and shall hold Licensor free and harmless therefrom. Licensor shall furnish Licensee with all necessary information regarding the title, composer, publisher, recording artist and master owner of such music.