Marketing Materials has the meaning assigned to it in
Member means each Person that becomes a member, as contemplated in the Delaware
Limited Liability Act, of LLC in accordance with the provisions of the LLC Agreement and has not ceased to be a Member pursuant to the LLC Agreement.
National CineMedia has the meaning assigned to it in the recitals to this Agreement.
Newbuild Theatre(s) has the meaning assigned to it in Section 2.02(a).
Non-Assignable Legacy Agreement has the meaning assigned to it in Section 4.06(b)(ii).
Non-Digitized Theatres means Theatres that are not Digitized Theatres.
Original Agreement has the meaning assigned to it in the recitals of this Agreement.
Original Effective Date means February 13, 2007.
Party has the meaning assigned to it in the preamble of this Agreement.
Permitted Transfer means:
(a) by operation of law or otherwise, the direct or indirect change in control, merger, consolidation or acquisition of all or
substantially all of the assets of LLC or Cinemark, as applicable, or the assignment of this Agreement by Cinemark to an Affiliate,
(b) with respect to the rights and obligations of LLC under this Agreement, (i) the grant of a security interest by LLC in this
Agreement and all rights and obligations of LLC hereunder to the Administrative Agent, on behalf of the Secured Parties, pursuant to the Security Documents, (ii) the assignment or other transfer of such rights and obligations to the
Administrative Agent (on behalf of the Secured Parties) or other third party upon the exercise of remedies in accordance with the LLC Credit Agreement, the Senior Secured Notes and/or any other secured debt to be entered into or issued by LLC after
the Restated Effective Date and the Security Documents and (iii) in the event that the Administrative Agent is the initial assignee or transferee under the preceding clause (ii), the subsequent assignment or other transfer of such rights and
obligations by the Administrative Agent on behalf of the Secured Parties to a third party, or
(c) in the event that LLC becomes a
debtor in a case under the Bankruptcy Code, the assumption and/or assignment by LLC of this Agreement under section 365 of the Bankruptcy Code, notwithstanding the provisions of section 365(c) thereof.
Person means any individual, corporation, limited liability company, partnership, trust, joint stock company,
business trust, unincorporated association, joint venture, Governmental Authority or other entity or organization of any nature whatsoever or any Group of two or more of the foregoing.