RGC » Topics » Section 3.04 Installation .

This excerpt taken from the RGC 10-Q filed May 8, 2007.

Section 3.04         Installation.

(a)           Performance.  Regal and/or its subcontractors shall be solely responsible for the installation of all Equipment purchased pursuant to Section 3.01 or Section 3.03, as well as for ancillary services such as reporting, software integration and system cutover; provided, however, that Regal may elect to have LLC perform such services, and LLC shall then assume the responsibility for installation of all Equipment.  If Regal elects for LLC to assume the responsibility for installation of all Equipment, (i) Regal shall reimburse LLC for the cost of installing Regal Equipment as set forth in the Specification Documentation, (ii) LLC will not issue invoices for any Equipment cost, or installation services related to such Equipment until the completion of such installation services, and (iii) LLC shall ensure that Equipment installed pursuant to this section is made functional in accordance with any installation rollout schedule agreed to by the Parties, as may be amended from time to time upon mutual agreement of the Parties or as circumstances warrant.

(b)           Consultation; Landline.  The Parties agree to consult with each other with respect to any modifications to Theatre premises necessary for receipt of the Service.  LLC shall use commercially reasonable efforts to limit the size and number of satellite dishes that are required as part of the Equipment.  Regal shall be solely responsible for obtaining any consents required for the installation or use of any Equipment at any Theatre, including without limitation governmental and landlord consents, provided LLC reasonably cooperates with Regal at Regal’s request in obtaining such consents.  If Regal cannot obtain consent to installation of a satellite dish at a Theatre because of technical, landlord or legal restrictions, Regal and LLC shall work together in good faith to establish a landline connection to such location for the Digital Content Network.  All costs of the landline connection, which shall be maintained with sufficient bandwidth for delivery of the Digital Content Service, shall be borne by LLC with respect to delivery of content from LLC to Regal’s wide area network and by Regal with respect to delivery of content from Regal’s wide area network to the applicable Theatres.

(c)           Coordination.  All installation, maintenance and other services provided by LLC to the Theatres hereunder shall be performed in a manner reasonably expected not to disrupt Regal’s operations and, except where no practical alternative exists, shall be provided outside of Theatre business hours, as mutually determined by the Parties in their reasonable discretion.  Subject to the preceding sentence and upon advance written notice, LLC and its vendors or subcontractors shall be provided reasonable access to the Theatres and such other support services as reasonably required to install and inspect the Equipment, for such fees as provided in the Specification Documentation, and otherwise as required to perform LLC’s obligations under this Agreement.  In addition to the foregoing, and with respect to the installation of Equipment in Newbuild Theatres only, LLC agrees (i) to cooperate with Regal in coordinating the installation of Equipment with the construction schedule for such Newbuild Theatres, and (ii) to consult with Regal prior to subcontracting the performance of Equipment installation so as to permit a determination of whether Regal might itself perform such Equipment installation.


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National CineMedia (NCMI)
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