EXHIBITOR SERVICES AGREEMENTAdvertising or Marketing Agreement |
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NATIONAL CINEMEDIA, INC. | NATIONAL CINEMEDIA, LLC | CINEMARK USA, INC.. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.3
NOTE: THIS DOCUMENT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. PORTIONS OF THIS DOCUMENT FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED HAVE BEEN REDACTED AND ARE MARKED HEREIN BY “***”. SUCH REDACTED INFORMATION HAS BEEN FILED SEPARATELY WITH THE COMMISSION PURSUANT TO THE CONFIDENTIAL TREATMENT REQUEST.
EXHIBITOR SERVICES AGREEMENT
BETWEEN NATIONAL CINEMEDIA, LLC AND
CINEMARK USA, INC.
DATED AS OF FEBRUARY 13, 2007
TABLE OF CONTENTS
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ARTICLE 1 DEFINITIONS |
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1 |
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Section 1.01 |
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Definitions |
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1 |
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ARTICLE 2 PARTICIPATION AND FEES |
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13 |
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Section 2.01 |
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Theatre Service Participation |
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13 |
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Section 2.02 |
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Addition of Theatres |
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14 |
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Section 2.03 |
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Disposition of Theatres |
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15 |
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Section 2.04 |
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Mandatory Participation |
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15 |
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Section 2.05 |
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ESA Modification Payments; Theatre Access Fees |
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16 |
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Section 2.06 |
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Non-Cash Consideration |
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17 |
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ARTICLE 3 EQUIPMENT |
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17 |
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Section 3.01 |
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Procurement; Cost; Specifications |
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17 |
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Section 3.02 |
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Ownership of Equipment |
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18 |
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Section 3.03 |
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Cinemark Equipment |
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18 |
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Section 3.04 |
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Installation |
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18 |
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Section 3.05 |
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Upgrades and Modifications |
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19 |
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Section 3.06 |
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Network Integration |
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19 |
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Section 3.07 |
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Training |
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20 |
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Section 3.08 |
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Equipment Maintenance Standard |
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20 |
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ARTICLE 4 DELIVERY OF THE SERVICE |
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21 |
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Section 4.01 |
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Content and Distribution of the Digital Content Service and Traditional Content Program |
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21 |
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Section 4.02 |
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Delivery of Lobby Promotions, Digital Programming Services and Meeting Services |
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22 |
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Section 4.03 |
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Content Standards |
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23 |
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Section 4.04 |
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Development of the Service |
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24 |
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Section 4.05 |
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Brand; Policy Trailer; Branded Slots |
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24 |
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Section 4.06 |
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Beverage and Legacy Agreements |
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25 |
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Section 4.07 |
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Other Cinemark Advertising Agreements |
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26 |
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Section 4.08 |
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Cinemark Run-Out Obligations |
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28 |
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Section 4.09 |
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License |
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29 |
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Section 4.10 |
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Cooperation and Assistance |
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29 |
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Section 4.11 |
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Trailers |
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31 |
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Section 4.12 |
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Customer Access to Pre-Feature Program |
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31 |
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Section 4.13 |
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Excluded Theatres; IMAX Screens |
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31 |
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Section 4.14 |
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Grand Openings; Popcorn Tubs; Employee Uniforms |
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32 |
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Section 4.15 |
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Consultation regarding Certain Advertising Agreements |
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33 |
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ARTICLE 5 SUPPORT; MAKE GOODS |
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33 |
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Section 5.01 |
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Software Support |
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33 |
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Section 5.02 |
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Cooperation |
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34 |
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Section 5.03 |
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Make Goods |
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34 |
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ARTICLE 6 DIGITAL PROGRAMMING SERVICES AND MEETING SERVICES |
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34 |
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Section 6.01 |
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Participation in Digital Programming |
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34 |
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Section 6.02 |
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Participation in Meeting Services |
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34 |
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Section 6.03 |
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Marketing and Promotion of Digital Programming Services and Meeting Services |
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34 |
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Section 6.04 |
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Concessions, Sponsorships |
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35 |
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Section 6.05 |
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LLC’s First Right |
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35 |
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Section 6.06 |
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Digital Programming Content |
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35 |
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Section 6.07 |
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Use of Digital Content Network |
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36 |
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ARTICLE 7 INTELLECTUAL PROPERTY |
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36 |
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Section 7.01 |
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Software License |
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36 |
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Section 7.02 |
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License of the LLC Marks |
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36 |
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Section 7.03 |
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License of the Cinemark Marks |
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37 |
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Section 7.04 |
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Status of the LLC Marks and Cinemark Marks |
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39 |
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ARTICLE 8 FEES |
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39 |
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Section 8.01 |
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Payment |
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39 |
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Section 8.02 |
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Audit |
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39 |
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ARTICLE 9 TERM AND TERMINATION |
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40 |
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Section 9.01 |
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Term |
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40 |
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Section 9.02 |
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Termination; Defaults |
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42 |
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Section 9.03 |
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Right of First Refusal |
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42 |
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Section 9.04 |
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Survival |
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44 |
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Section 9.05 |
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Effect of Termination |
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44 |
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ARTICLE 10 REPRESENTATIONS, WARRANTIES AND COVENANTS |
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45 |
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Section 10.01 |
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Representations and Warranties |
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45 |
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Section 10.02 |
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Additional Covenants |
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45 |
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Section 10.03 |
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Disclaimer |
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46 |
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ARTICLE 11 INDEMNIFICATION |
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46 |
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Section 11.01 |
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Indemnification |
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46 |
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Section 11.02 |
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Defense of Action |
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48 |
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ARTICLE 12 ADDITIONAL RIGHTS AND OBLIGATIONS |
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48 |
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Section 12.01 |
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Assistance |
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48 |
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Section 12.02 |
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Infringement |
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48 |
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Section 12.03 |
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Theatre Passes |
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48 |
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Section 12.04 |
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Compliance with Law |
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48 |
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