Common use of Manner of Distribution Clause in Contracts

Manner of Distribution. Notwithstanding anything to the contrary contained herein, Distributor will distribute each Funded Qualifying Project (including, without limitation, expending amounts for prints and advertising for each Funded Qualifying Project) in accordance with the standards of first-class distributors of Productions and in a non-discriminatory manner commensurate with the treatment of Productions owned solely by Distributor or an Affiliate thereof, taking into account the genre, budget, marketplace, strength of competition, time of the year, the director, the rating and NRG index scores of such Funded Qualifying Project; provided, however, Distributor is making no representation, warranty or guaranty that any receipts received with respect to any Funded Qualifying Project from any media or territory will be comparable to the receipts received for any other Production distributed by Distributor in such media or territory. The determination whether a Funded Qualifying Project has been distributed in a non-discriminatory manner will be made based upon the overall treatment of the applicable Funded Qualifying Project over all media and territories, rather than on a transaction-by-transaction basis. Subject to the terms and conditions hereof and the RP Purchased Agreement, Distributor shall have complete and exclusive discretion and control (which it shall exercise in a manner consistent with the standards of first-class distributors of Productions of similar genre and budget) as to the time, manner, terms and extent of distribution, exhibition and exploitation of each Funded Qualifying Project, in accordance with such policies, terms and conditions and through such Persons as Distributor in its business judgment (which it shall make in a manner consistent with the standards of first-class distributors of Productions of similar genre and budget) may determine proper or expedient. Except as permitted under or as contemplated by the Transaction Documents, to the extent that Distributor enters into any transactions under this Agreement with Affiliates, Distributor shall do so and shall perform its obligations and enforce its rights thereunder upon terms consistent with those upon which Distributor customarily conducts business at such time, applied on a non-discriminatory basis as if such Funded Qualifying Projects were not subject to this Agreement.

Manner of Distribution. Notwithstanding anything to the contrary contained herein, Distributor will distribute each Funded Qualifying Project (including, without limitation, expending amounts for prints and advertising for each Funded Qualifying Project) in accordance with the standards of first-class distributors of Productions and in a non-discriminatory manner commensurate with the treatment of Productions owned solely by Distributor or an Affiliate thereof, taking into account the genre, budget, marketplace, strength of competition, time of the year, the director, the rating and NRG index scores of such Funded Qualifying Project; provided, however, Distributor is making no representation, warranty or guaranty that any receipts received with respect to any Funded Qualifying Project from any media or territory will be comparable to the receipts received for any other Production distributed by Distributor in such media or territory. The determination whether a Funded Qualifying Project has been distributed in a non-discriminatory manner will be made based upon the overall treatment of the applicable Funded Qualifying Project over all media and territories, rather than on a transaction-by-transaction basis. Subject to the terms and conditions hereof and the RP Purchased Agreement, Distributor shall have complete and exclusive discretion and control (which it shall exercise in a manner consistent with the standards of first-class distributors of Productions of similar genre and budget) as to the time, manner, terms and extent of distribution, exhibition and exploitation of each Funded Qualifying Project, in accordance with such policies, terms and conditions and through such Persons as Distributor in its business judgment (which it shall make in a manner consistent with the standards of first-class distributors of Productions of similar genre and budget) may determine proper or expedient. Except as permitted under or as contemplated by the Transaction Documents, to the extent that Distributor enters into any transactions under this Agreement with Affiliates, Distributor shall do so and shall perform its obligations and enforce its rights thereunder upon terms consistent with those upon which Distributor customarily conducts business at such time, applied on a non-discriminatory basis as if such Funded Qualifying Projects were not subject to this Agreement.. 10.4