Как снять фильм - страница 6




OWNER'S REPRESENTATIONS, WARRANTIES AND RELATED MATTERS: Owner hereby makes to Purchaser the same representations, warranties and indemnity made to Purchaser under Clauses 5 and 6 of Exhibit A hereto. Without limiting any other rights Purchaser may have in the Property, Owner hereby agrees that if any claim is made and/or litigation instituted involving any breach or alleged breach of any such representation and warranties of Owner, the Option Period shall automatically be extended for a period of time, without additional payment by Purchaser therefore, until no claim and/or litigation involving any breach or alleged breach of any such representation and warranties of Owner is outstanding, such extension being for a period not to exceed twelve (6) months. At any time after the occurrence of such a claim or litigation alleging facts which would be an actual breach hereof, if true, until the expiration of the Option Period, as extended pursuant hereto, Purchaser may, in addition to any other rights and remedies Purchaser may have in the Property, rescind this agreement and in such event, notwithstanding anything else to the contrary contained herein. Owner hereby agrees, upon such rescission, to repay Purchaser any monies paid by Purchaser to Owner hereunder in connection with the Property and any reasonable amounts expended by Purchaser in developing or exploiting the Property. Without limiting the generality of the foregoing, Owner agrees that Owner will not, at any time during the Option Period, exercise or authorize or permit the exercise by others of any of the rights covered by the within option under the provisions of Exhibit A which are otherwise prohibited from being exercised or licensed to others during any period of time therein specified.


NO OUTSTANDING OBLIGATIONS: Owner represents and warrants that there are no monies due third parties by reason of the option payments provided in Clauses 1 and 2 of this Agreement.


ADDITIONAL DOCUMENTS: Owner agrees to execute, acknowledge and deliver to Purchaser and to procure the execution, acknowledgment and delivery to Purchaser of any additional documents or instruments which Purchaser may reasonably require to fully effectuate and carry out the intent and purposes of this agreement and to convey to Purchaser good and marketable title in and of the Property if the within option is exercised by Purchaser (including payment to Owner of the Purchase Price therefore as stated herein). Without limiting the generality of the foregoing, Owner agrees to execute and deliver to Purchaser concurrently herewith Exhibit B (Short Form Option Agreement), which instrument shall become effective immediately and may be recorded by Purchaser as evidence of the option herein granted to Purchaser, and Owner agrees to cause the publisher or publishers of the Property, if any, and any other person, firm or corporation having or claiming any interest in or to the Property, if any, and any other person, firm or corporation having or claiming any interest in or to the Property, to execute, acknowledge and deliver to Purchaser promptly upon the execution hereof, quitclaims or assignments in form satisfactory to Purchaser, whereby such publisher or other parties quitclaim to Owner all their right, title and interest (or knowledge and agree that they have no such right, title or interest) in or to any of the rights, licenses, privileges and property agreed to be granted to Purchaser upon the exercise of