Index

 

 

Abandonment, 126

Access, 38

Account opening documents, 51

Accounting, 18990

Accounting standards, 2223

Acknowledgement of Notice of Assignment, 98100

Additional Remedies, 16970

Agreement of the Parties, 150

Agreement to co-produce,2431

Allocation of Sales Agent's Gross Receipts, 2034

Alternative financing: Enterprise Investment Schemes,21012

Limited Liability Partnerships, 21216

Sale and Leaseback Transactions, 21626

Amendments, 89

American Arbitration Association, 146

Application for Guaranty, 150

Application to Relevant Authorities, 36

Arbitration, 1956

Arbitration Agreements, 1446

Arbitration Rules, 11718

Arrangement fees, 46

Assignment: Charge and Assignment, 6783

Co-production Agreements, 26401

Completion Guarantee, 135

Interparty Agreements, 113

Letter of Credit, 87

Assignment agreement, 34

Assignment/purchase agreement, 49

Auditors' reports, 2256

Australia, 2021

Bank Facility Letter: Conditions precedent, 5861

Covenants, 645

Definitions, 578

Events of default, 65

Fees and costs, 63

Indemnity, 64

Interest, 623

Maximum amount of facility, 63

Offer period, 61

Purpose, 58

Repayment, 634

Representations, 64

Right to draw funds, 62

Security, 612

Warranties, Banking the deal:64

cash flow forecast, 4750

commitment, 503

Term sheet stage, Banking documents:457

Acknowledgement of Notice of Assignment, 98100

Charge and Assignment, 4783

Form of L/C Demand certificate, 912

Form of Certificate of Delivery, 945

Laboratory Pledgeholder's Agreement, 1015

Letter of Credit, 8490

Notice of Assignment and Irrevocable Payment Instruction, 967

Banks: Co-production Agreements, 28

commitment, 502

Completion Guarantee, 123

gap financing, 205209

Interparty Agreements, 106120

production receivables, 10607

Sale and Leaseback transactions, 218219

underlying rights, 119

Bank's Assigned Receipts, 113

Bank's costs and expenses, 79

Beneficiaries, 185

Bilateral treaties see Co-production Treaties Bonds, 121174

Books for further reading, 2467

British Contribution, 29

British Film Certificates, 225

British Films, 2201

British Government, 20

Budget, 29

Canada, 2021

Case studies, 2236

Cashflow, 29345

Cashflow forecast, 4750

Cashflow Schedule, 29

Certain Costs in Excess of Budget, 161

Certificate of Authorship, 1112

Chain of Title, 2361011

Charge and Assignment, 6783

CIS see Collective investment scheme Closing time, 523

Co-Producers, 24

Co-Producers' Contributions, 34

Co-production Agreement: Agreement to co-produce, 2431

Credits, 26389

Definitions, 24281

details, 247

financing of the film, 25346

management of the production, 25263738

notes on sections, 247

preliminary checks, 2324

producer's credentials, 23

production of the film, 3234

Receipts, 2638

rights ownership, 253132

sample document, 2844

Co-Production Treaties, 203

Collateral, 47

Collection Account Management Agreements, 17599

Accounting, 18990

Arbitration, 19596

Beneficiaries, 185

Definitions, 1813

Distribution of Collected Gross Receipts, 186

Execution, 197

Film Specification, 184

Governing Law, 198

Gross Receipts, 188189

Legal Advice, 19495

Net Profit Participants,

Notices,

Obligations of the Parties, 188919194

Termination, 19697

Collective investment schemes (CIS), 21516

Commitment, banks, 502

Companies Form 55

Completion Agreement, 12712914874

Completion Bond Letter of Commitment, 130

Completion of Contributions, 35

Completion and Delivery of Film, 13839

Completion Guarantee: Abandonment, 126

Application Requirements, 12223

Completion Agreement, 12729

Completion Bond Letter of Commitment, 130

Completion Guarantor's liability, 1234

Cut Through, 126

Definitions, 13843

Documentation, 12223

Force Majeure, 12526

the Guarantee, 123

meaning, 12122

Notice Cure and Arbitration Agreement, 14446

Payments under the Guarantee, 12425

sample document, 13074122123

Completion Guarantor: abandonment, 126

Completion Agreement, 127129

Completion Guarantee Application Requirements, 122

Cut Through Letter, 126

Interparty Agreements, 108119

Liability of the Completion Guarantor, 123124

Payments under the Guarantee, 124125

sample documents websites, 129

UK firms, 129

Completion Guaranty, The, 171

Conditions precedent, 251525861

Confidentiality, 214

Contribution(s), 29

Copyright ownership, 312

Corporate Action, 136

Corporate governance documents, 51

Cost of funds, 489

Cost of Production, 29

Costs: Bank Facility Letter, 63

Completion Agreements, 158161

Sale and Leaseback Transactions, 21922022122223

Council of Europe see European Convention on Cinematographic Co-production Covenants, 6465

Covenants and warranties, 737

Credit, Letter of Credit, 8490

Credits, Co-production Agreements, 26389

Cure Notice, 14446

Cut Through Letter, 126

DCMS see Department for Culture, Media and Sport Deal memo see Term sheet Deferments, 223

Definitions: Bank Facility Letter, 578

British films, 220221

Charge and Assignment, 6770

Co-production Agreement, 242831

Collection Account Management Agreement, 18183

Completion Agreement, 15254

Completion Guarantee, 138143

Letter of Credit, 8485

Delivery Date, 115117132

Delivery of the Film, 38144146

Delivery Materials, 132

Department for Culture, Media and Sport (DCMS), 217220

Designated members, 213214

Discharge and re-assignment, 79

Disclosure of information, 87

Distribution, 149154156

Distribution agreements, 47

Distribution of Collected Gross Receipts, 186

Distribution of Gross Receipts, 189

Distribution rights, 32

Draw down of money, 48

Due diligence process, 3

EIS see Enterprise Investment Schemes Elements of the Film, 110

Enforcement, 7273

Engagement of Individuals, 3637

Enterprise Investment Schemes, 210212

Entire Agreement, 264142

Errors and Omissions Cover Note example, 248

European Convention on Cinematographic Co-production, 2123

Events of default, 65

Excluded Costs, 133

Execution, 197

Facility Letter, 5766

Failure to Complete and Deliver the Film, 133134

Failure to Meet Conditions, 3536

FCAM, 188197

FCustody, 188193194

Fees, 63176201203

Film Finance Sample Completion Agreement, 148174

Film Finance Sample Completion Guarantee, 131174

Film production companies, 211

Film Specification, 184

Film, the, 2981

Finance (No. 2) Act 1997, 217

Financial Services and Markets Act 2000 (FSMA), 215

Financial Services Regime, 215216

Financing of the film, 253436

Force Majeure, 263940125126

Foreign exchange, 4950

Form of L/C Demand certificate, 9192

Form of Certificate of Delivery, 9495

Form of demand, 9194

France, 2021

Freeway Entertainment Group BV, 17799

FSMA see Financial Services and Markets Act Further assurance, 6279

Gap financing: criteria for, 206207

Gap Financing Deal (no sales agent advance), 208

meaning/history, 205

Sales Agent Advance Against Sales, 207

Sample Sales Estimates, 208209

Germany, 2021

Governing Law: Charge and Assignment example, 80

Co-production Agreements, 264243

Collection Account Management Agreements, 198

Interparty Agreements, 120

Letter of Credit, 90

Grant of time or indulgence, 77

Gross Receipts, 186188189201202

Guarantee fee rebate, 121

Guarantor's Rights, 149150

Guarantor's Rights Concerning Production, 162167

Incorporation of LLPs, 214215

Indemnity, 6478

Information Memorandum, 216

Information requirements, 46

Insolvency, 214

Insolvency and Adverse proceedings, 167168

Insurance: bank loans, 51

Co-production Agreement, 37

Completion Agreement sample, 156159

Completion Guarantee, 121174

sample, 173174

Intellectual property rights, 119

Interest: Bank Facility Letter, 6263

Completion Guarantee sample, 168169

gap financing, 206207

margin, 49

rates for bank loans, 46

reserve calculation, 48

Sale and Leaseback Transactions, 223

Interparty Agreements: application on the assigned receipts, 113

Arbitration Rules, 117118

bank's position, 106107

Completion Guarantor, 108119

Delivery Date, 115117

Elements of the Film, 110

Governing law, 120

Licence Fee, 109112113114115118

matters pertaining, 109112

notice of assignment and acknowledgement, 112113

Notices, 119

payments to the bank and rights of offset, 113114

sample agreement, 108120

Severability, 119

vesting of rights, 114116

Waiver, 119

Invalidity of any provision, 80

Investors in EIS Schemes, 210212

Invoicing, 223224

Irrevocable Letter of Credit, 8490

Italy, 2021

Joint Responsibility, 36

Laboratory Pledgeholder's Agreement, 101105

Legal Advice, 194195

Legal cost contingency,50

Legislation, 217

Letter of Credit: Assignment, 87

Definitions, 8485

Disclosure of information, 87

Governing Law, 90

Notices, 8889

Payments, 8687

Reliance, 90

Security review, 8788

Termination of obligations, 86

Undertaking to pay, 85

Waivers and amendments, 89

Letters: Bank Facility Letter, 5766

Chain of Title Opinion, 610

Completion Bond Letter of Commitment, 130

Cut Through Letter, 126

Irrevocable Letter of Credit, 8490

Letter of Credit, 8490

Liability123124212216

Licence Fee, 109112113114115116

Limited Liability Partnerships (LLPs), 5556212216

LLPs see Limited Liability Partnerships Loss Payee Endorsement see Cut Through Letter Management of the production, 253638

Mandatory Delivery Items, 116118

Materials, 132134138

Maximum amount of facility, 63

Members' Agreement, 215

Monitoring film productions, 122

Nationality points system, 22

Net Profit Participants, 187

Net Profits, 200

Net Receipts, 201204

New Zealand, 2021

No Common Management, 38

No Partnership, 2640

No Public Exhibition, 3536

Non-Budget Costs, 160161

Norway, 20

Notice of Assignment, 106107

Notice of Assignment and Irrevocable Payment Instruction, 9697

Notice Cure and Arbitration Agreement, 144146

Notices: Co-production Agreements, 2642

Collection Account Management Agreements, 197

Completion Agreement sample, 150

Completion Guarantee, 135

Completion Guarantee sample, 171172

Interparty Agreements, 119

Letter of Credit, 8889

Obligations of the Parties188189191194

Obligations to other parties, 10

Offer period, 61

Official Co-production Treaties, 2021

Offset, 113114

Opinions: bank loans, 51

Chain of Title Opinion, 3610

Option Agreement, 136

Option Extension Agreement, 2

Options, 1

Other security, 79

Over-budget films, 159

Partnerships see Limited Liability Partnerships; Sale and Leaseback Transactions Payment obligations, 93

Payments, 8687124125

Points systems, 22

Power of Attorney, 78

Pre-payment, 6364

Primary collateral, 47

Prior release, 224

Producer: Co-production Agreements, 23

Completion Agreement sample, 148149151156159

Completion Guarantee sample, 131137

Completion Guarantor's rights, 127129

Guarantor's Rights Concerning Production, 162167

Interparty Agreements, 108111112115

Sale and Leaseback Transactions, 221222

Warranties, Representations and Agreements, 154156

Producer's Net Profits, 200202

Production expenditure, 222223

Production of the film, 253234

Production receivables, 106

Production Schedule, 30

Prospectus for EIS Schemes, 210212

Protection of third parties, 7778

Purpose, 58

Quit Claim and Notice of Ownership of Copyright and Other Rights, 1619

Receipts: Co-production Agreements, 2638

Distribution of Collected Gross Receipts, 186

Gross Receipts, 188189208209

Interparty Agreements, 113

Recitals, 2867

Recoupment: Completion Guarantee sample,

Gross Receipts, 201202

Net Profits, 200

Net Receipts, 204

Sample Schedule, 203204

Refusal of Co-production Status, 35

Registration of the Film, 38

Registration of Security, 5556

Relevant Authority, 30

Reliance, 90

Remaining Territory, 30

Remedies, 136137169170

Repayment, 6364

Repayment date, 49

Representations, 64

Representations of Producer, 148

Right to draw funds, 62

Rights, underlying, 11931

Rights of Financier, 134135

Rights ownership, 253132

Rights, the, 8182

S&L see Sale and Leaseback Transactions Sale and Leaseback Transactions, 216226

applicable legislation, 217

auditors' reports, 225226

costs, 219220

Producers, 221222

production expenditure, 222223

structure, 219220

Sales Agent Advance Against Sales, 207

Sales Agent Fee, 201203

Sales agents: gap deals, 206207

Gross Receipts, 201

statement difficulties, 175

Sample documents: Collection Account Management Agreement, 178199

Completion Agreement, 148174

Completion Guarantor's, 129

Errors and Omissions Cover Note example, 248

Recoupment Schedule, 203204

Sales Estimates, 208209

Screenplay, 30

Secondary collateral, 47

Section 48 of Finance (No. 2) Act 1997, 217

Secured assets, 55

Secured Sums, 149150154158159166167

Security: Bank Facility Letter, 6162

bank loan documents, 51

bank loans, 464748

Further assurance, 627879

registration of, 5556

Security Interest, 168169

Security review, 8788

Set-off, 77

Severability, 119

Share prospectus, 210212

Short Form Assignment, 2111415

Short Form Option Agreement,213

Single purpose company (SPV), 3 Standard Terms: see also Definitions Completion Agreement, 152154

glossary, 22744

Statements, 170171

Strike Price, 123124125

Subordination, 135

Tax: collection accounts, 176

EIS Schemes, 21011212

LLPs transparency, 212213216

Sale and Leaseback Transactions, 216226

Term sheet, 24547

Termination, 196197

Termination and Force Majeure, 263940

Termination of obligations, 86

Territories, 2930208209

Tertiary collateral, 47

Timing of draw-down of money, 48

Title documents, 2

Treaty, 30

Underlying Literary Property, 132

Underlying rights, 11931

Underlying works, 10

Undertaking to pay, 85

United Kingdom, 20

United Kingdom Territory, 30

United States Copyright Office, 3

Unsold rights, 205209

Value-added tax (VAT), 224

Vesting of rights, 11416

Waivers, 89119

Waivers, remedies cumulative, 79

Warranties, 647374

Warranties, Representations and Agreements of the Producer, 154156

Websites, 129245

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