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 the option. If Owner shall fail to execute, acknowledge or deliver to Purchaser any agreements, assignments or other instruments to be executed, acknowledged and delivered by Owner hereunder within five business days from Owner’s receipt thereof, then Purchaser is hereby irrevocably appointed Owner's attorney-in-fact with full right, power and authority to execute, acknowledge and deliver the same in the name of and on behalf of Owner, Owner acknowledging that the authority and agency given Purchaser is a power coupled with an interest.
EFFECTIVENESS OF EXHIBITS "A", "C" , “D” and “E”: Concurrently with the execution of this agreement Owner and Purchaser have executed Exhibits A (Literary Purchase Agreement), C (Assignment of Copyright), D (Director’s Agreement) and E (Appendix 1 to Director’s Agreement) which are undated, and it is agreed that if Purchaser shall exercise the option (including without limitation payment of the Purchase Price pursuant hereto, but not otherwise, the signature of Owner to Exhibits A and C shall be deemed to be effective and these Exhibits shall constitute valid and binding agreements effective as of the date of such exercise of such option, and Purchaser is hereby authorized and empowered to insert the date on such instruments accordingly. If Purchaser shall fail to exercise the option (including payment of the Purchase Price pursuant hereto), then Exhibits A, C , D and E shall be void and of no further force or effect whatever, and Purchaser shall not be deemed to have acquired any rights in or to the Property and, upon Owner’s request therefore, Purchaser shall promptly return to Owner all originals and copies of said exhibits. If Purchaser exercises the option, Purchaser will enter the date of exercise, execute and deliver to Owner copies of Exhibit A, C, D and E, dated as of the date of the exercise of the option, and Owner will, if so requested by Purchaser, execute and deliver to Purchaser additional signed copies of Exhibits A, C, D and E. Notwithstanding the failure or omission of either party to execute and/or deliver such additional documents, it is agreed that upon the exercise of the option by Purchaser (including payment of the Purchase Price pursuant hereto) all rights in and to the Property agreed to be transferred to Purchaser pursuant to the provisions of Exhibit A shall be deemed vested in Purchaser, effective as of the date of exercise of the option (including payment of the Purchase Price pursuant hereto).
RIGHT TO ENGAGE IN PREPRODUCTION AND PRODUCTION: Owner acknowledges that Purchaser may, at its own expense, during the Option Period undertake preproduction activities in connection with any of the rights to be acquired hereunder including, without limitation, the preparation and submission of treatments and/or screenplays based on the Property, approaching and contracting with actors and others for the purpose of the rendering services with respect to production of a production based upon the Screenplay and/or the Property. In connection with any such preproduction and production activities Purchaser may make reference to the name of the Property and the name of Owner. Notwithstanding the foregoing, Purchaser hereby covenants and agrees that the Property shall remain free of encumbrances and liens until exercise of the within option (including payment of the Purchase Price pursuant hereto). If Owner shall be ready, willing and able to perform at the times reasonably required by Purchaser, Owner shall be entitled to perform all rewrites and polishes of the Property.
ASSIGNMENT: This Option Agreement and any and all rights granted hereunder may be assigned by Purchaser to any other person, firm or corporation. No such assignment shall release Purchaser from liability hereunder except if to a major motion picture studio, cable service, or television network which assumes in writing all of Purchaser's obligations hereunder. Owner may assign any or all of his rights hereunder to an entity of which he is the principal.
GENDER AND NUMBER: Terms used herein in the masculine gender include the feminine and neuter gender, and terms used in the singular number include the plural number, if the context may require.
SECTION HEADINGS: The headings of paragraphs, sections and other subdivisions of this agreement are for convenient reference only. They shall not be used in any way to govern, limit, modify, or construe this agreement or any part or provision thereof or otherwise be given any legal effect.
ENTIRE AGREEMENT: This agreement is subject to the laws of the State of California. This agreement, including the Exhibits attached hereto, contains the full and complete understanding and agreement between the parties with respect to the within subject matter, and supersedes all other agreements between the parties whether written or oral relating thereto, and may not be modified or amended except by written instrument executed by both of the parties hereto. Neither party hereto has relied on any representation or warranty not set forth herein. All the rights, licenses, privileges and property herein granted to Purchaser are irrevocable and not subject to termination, rescission, restraint, or injunction under any or all circumstances, except as otherwise provided hereunder.
IN WITNESS WHEREOF, the parties hereto have signed this Option Agreement as of the day and year first hereinabove written.
PURCHASER: OWNER:
Krzysztof B Samoilov Valerii
Конечно,