VERSION Clause Samples

VERSION. The Software configuration identified by a numeric representation, whether left or right of decimal place.

VERSION. Each Picture Master shall be originated from the version of each Included Program which was theatrically released by Licensor in the United States, or if unavailable, the version released on home video. All Picture Masters shall be in the 16:9 aspect ratio unless otherwise specified. If a closed-captioned version has been completed for such 16:9 Picture Masters, then Licensor shall make available the closed captioned version to Licensee at no cost to Licensee. If a closed-captioned version for such 16:9 Picture Master has not been completed by Licensor, but is nonetheless required by law (including that Licensee is required by law to exhibit a closed-captioned version), then Licensor shall create and make available to Licensee the closed-captioned version at no cost to Licensee, provided, that Licensee delivers the booking confirmation for the High Definition exhibition of such Included Program within 10 Business Days of receiving the availability notice therefor. Otherwise, Licensor shall make available to Licensee at no cost the materials necessary for Licensee to create such close-captioned version, if available (it being agreed and understood, however, that creating the closed-caption version from such materials shall be at Licensee’s sole cost and expense). In the event that no closed-caption materials are available for a Library PPV Program, Library VOD Program or a Library FOD Program, Licensor agrees to discuss with Licensee the substitution of a Library PPV Program, Library VOD Program or a Library FOD Program, as applicable, for which closed-captioned materials are available, although failure to provide such substitution shall not be a breach under the Agreement. If the Included Program is available in the original aspect ratio (i.e. letterbox/widescreen format), then Licensor shall make available to Licensee copies of such versions, if so requested by Licensee. If elements of teasers and trailers are available in separate component form (i.e. clean video, clean music, clean announce), then Licensor shall make available to Licensee copies of such versions, if so requested by Licensee.

VERSION the Subservicer shall file a Uniform Commercial Code Financing Statement amendment continuing the effectiveness of each UCC Financing Statement filed with respect to each Mortgage Loan within six (6) months before (and not later than three (3) months before) the expiration of the five year period of effectiveness of such UCC Financing Statement, and shall deliver monthly reports of such UCC Financing Statement amendments to KRECM;

VERSION action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer), and if Counterparty fails to deliver the Restricted Shares when due or otherwise fails to perform obligations within its control in respect of a Private Placement Settlement, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements of equity securities of a substantially similar size, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall, in its good faith discretion, adjust the amount of Restricted Shares to be delivered to Dealer hereunder in a commercially reasonable manner to reflect the fact that such Restricted Shares may not be freely returned to securities lenders by Dealer and may only be saleable by Dealer at a discount to reflect the lack of liquidity in Restricted Shares. Notwithstanding the Agreement or this Confirmation, the date of delivery of such Restricted Shares shall be the Clearance System Business Day following notice by Dealer to Counterparty of the number of Restricted Shares to be delivered pursuant to this clause (i). For the avoidance of doubt, delivery of Restricted Shares shall be due as set forth in the previous sentence and not be due on the date that would otherwise be applicable.

VERSION. In addition, within ten (10) days after the release described in Section 6(f) has become effective and irrevocable in accordance with Section 6(f), (i) the Executive’s estate shall be paid a Pro rata Portion of the Executive’s Maximum Bonus (each as defined below) and (ii) all of the Executive’s outstanding options, restricted share awards and any other equity rights granted by the Company to the Executive shall continue to be governed by the applicable grant agreement and related plan.

VERSION. 12. Except as expressly provided in this Agreement or as necessary to effectuate the terms of this Agreement, the Employment Agreement shall not be otherwise amended but shall remain in full force and effect.

VERSION. Upon receipt of notice from the Indemnifying Party to such Indemnified Party of its election to so assume the defense of such action and approval of counsel by the Indemnified Party (which approval may not be unreasonably withheld, conditioned or delayed), the Indemnifying Party will not be liable for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, unless (i) the Indemnified Party shall have employed separate counsel reasonably satisfactory to the Indemnifying Party in connection with the assertion of legal defenses in accordance with the proviso to the preceding sentence (it being understood, however, that the Indemnifying Party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing all the Indemnified Parties under this Section 5.02 who are parties to such action), (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to represent the Indemnified Party within a reasonable time after notice of commencement of the action, or (iii) the Indemnifying Party has authorized the employment of counsel for the Indemnified Party reasonably acceptable to the Indemnifying Party and at the expense of the Indemnifying Party; and except that, if clause (i) or (iii) is applicable, such liability shall only be in respect of the counsel referred to in such clause (i) or (iii). The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which consent may not be unreasonably withheld, conditioned or delayed) but, if settled with such consent or if there is a final judgment for the plaintiff, the Indemnifying Party shall indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment to the extent required by this Section 5.02. Notwithstanding the foregoing sentence, if at any time an Indemnified Party shall have requested the Indemnifying Party, in writing, to reimburse the Indemnified Party for reasonable fees and expenses of counsel incurred in good faith or any other reasonable expenses incurred in good faith for which the Indemnifying Party is obligated hereunder, the Indemnifying Party shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than sixty (60) days after receipt by the Indemnifying Party of the afo...

VERSION. Company. This Agreement also may be terminated upon prior written notice, appropriate under the circumstances, to the Company in the event (i) of the receipt by the Advisor of an opinion of qualified independent counsel satisfactory to the Advisor and the Company (which consent the Company will not withhold unreasonably) that by reason of the Advisor’s activities with respect to the Company it is required to register as an investment adviser under the Investment Advisers Act of 1940 and it is not so registered; (ii) that the registration of the Administrator as a commodity pool operator under the CE Act or its NFA membership as a commodity pool operator is revoked, suspended, terminated or not renewed; (iii) that the Company (A) imposes additional trading limitation(s) pursuant to Section 1 of this Agreement which the Advisor does not agree to follow in its management of the Allocated Assets or (B) overrides trading instructions of the Advisor or does not consent to a material change to the Trading Approach requested by the Advisor; (iv) if the value of the Allocated Assets decreases to less than $5 million as the result of redemptions, distribution, reallocation of Allocated Assets or deleveraging initiated by the Company but not trading losses, as of the close of business on any Friday; (v) the Company elects (pursuant to Section 1 of this Agreement) to have the Advisor use a different Trading Approach in the Advisor’s management of the Allocated Assets from that which the Advisor is then using to manage such Allocated Assets and the Advisor objects to using such different Trading Approach; (vi) there is an unauthorized assignment of this Agreement by the Company and/or the Administrator; (vii) there is a material breach of this Agreement by the Company and/or the Administrator and, after giving written notice to the Company which identifies such breach, such material breach has not been cured within ten (10) days following receipt of such notice by the Company; (viii) the Advisor provides the Company with written notice, at least ninety (90) days’ prior to the end of the then current term, of the

VERSION related special servicer), update payment records, file UCC Financing Statements, monitor tax amounts due, and monitor insurance coverage with respect to each such specially serviced Mortgage Loan and shall provide KRECM or the special servicer with any information reasonably required by KRECM or the special servicer to perform its duties under the related PSA, but the Subservicer shall take no other actions with respect to such specially serviced Mortgage Loan unless expressly directed in writing by KRECM or the special servicer. Berkadia will be responsible for all communications with any special servicer under the related PSA. If an inquiry on a specially serviced Mortgage Loan requires the review or consent of KRECM, Subservicer shall forward such request to KRECM for review/consent/denial/modification and will coordinate the delivery of such consent/denial/modification to the special servicer, if applicable. If permitted or not prohibited by the related PSA, upon a specially serviced Mortgage Loan becoming a “corrected” or “performing” Mortgage Loan, KRECM shall promptly notify the Subservicer of such change and the Subservicer shall resume its servicing obligations and duties required pursuant to this Agreement. Notwithstanding any provision to the contrary in this Agreement, the Subservicer shall be entitled to receive any and all fees, compensation and other amounts as provided for in this Agreement during any time that any Mortgage Loan is a specially serviced Mortgage Loan and all such amounts shall be payable to Subservicer if and to the extent (i) sufficient payments or other amounts are received that are allocable to such Mortgage Loan, and (ii) the related PSA permits the payment of such fees, compensation or other amounts during any time that such Mortgage Loan is a specially serviced Mortgage Loan. If any amounts payable to the Subservicer are not paid because there are not sufficient amounts received with respect to such Mortgage Loan at any time, all such amounts shall accrue and remain payable to the Subservicer from any amounts, if any, that are subsequently received with respect to such Mortgage Loan.