Another Marvel contract question

[pdude81]

I know. I did search recent posts to see if this has come up in light of Covid-19, but found nothing. Please delete or merge if this belongs elsewhere.

So:

Is it clear how long IoA would have to be closed before the properties are no longer "open"?

At such time as any THE MARVEL UNIVERSE is no longer open at a particular Universal Theme Park, all exclusivity and marketing rights acquired by MCA as a result of the opening of such THE MARVEL UNIVERSE at such Universal Theme Park, as set forth in Section IV below, shall terminate and this Agreement shall thereafter be construed as if the notice of intent to open THE MARVEL UNIVERSE had not been given by MCA.

 

[marni1971]

I know. I did search recent posts to see if this has come up in light of Covid-19, but found nothing. Please delete or merge if this belongs elsewhere.

So:

Is it clear how long IoA would have to be closed before the properties are no longer "open"?

I dare say it could be interpreted as if the rest of the park is open. Otherwise it would be voided each night.

 

[pdude81]

So it's kind of like... security is still patrolling so we're "open".

I just thought perhaps an indefinite closure might read differently than a nightly closure. But I'm far from a lawyer, and the closest Holiday Inn Express is also closed indefinitely.

 

[Disney Irish]

I know. I did search recent posts to see if this has come up in light of Covid-19, but found nothing. Please delete or merge if this belongs elsewhere.

So:

Is it clear how long IoA would have to be closed before the properties are no longer "open"?

Its the previous paragraph in that section that answers your question:

Once THE MARVEL UNIVERSE opens within the above time period, the term of this agreement shall continue for so long as a THE MARVEL UNIVERSE shall remain open (and operated consistent with the standards of the next paragraph below) at any Universal Theme Park (allowing for temporary closures for force majeure events or refurbishment/maintenance provided they are being diligently pursued), except for termination for material breach (with written notice and a reasonable opportunity to cure).

I bolded and underlined the section that provides the information you are looking for. The term force majeure event in this sense means "act of god" event, which COVID19 would certainly be considered an act of god.

So basically Uni would have to close the Marvel area in IoA with no intention of reopening it for it to be considered "closed" under the contract. Of course that doesn't take into account any other breakage of the contract stipulations regarding maintaining the area and such. But that is a different conversation.

 

[pdude81]

Its the previous paragraph in that section that answers your question:



I bolded and underlined the section that provides the information you are looking for. The term force majeure event in this sense means "act of god" event, which COVID19 would certainly be considered an act of god.

So basically Uni would have to close the Marvel area in IoA with no intention of reopening it for it to be considered "closed" under the contract. Of course that doesn't take into account any other breakage of the contract stipulations regarding maintaining the area and such. But that is a different conversation.

Thanks. I was only able to find bits and pieces of the contract online. This answers my question.

And it also lets me know why nobody else asked the same question.

 

[Disney Irish]

Thanks. I was only able to find bits and pieces of the contract online. This answers my question.

And it also lets me know why nobody else asked the same question.

Here is a link to the whole contract if you really want to look it over:

Marvel Agreement between MCA Inc. and Marvel Entertainment Group

The biggest section that everyone really debates is section 4 which outlines the exclusivity provision of the contract.

 

[lazyboy97o]

Thanks. I was only able to find bits and pieces of the contract online. This answers my question.

And it also lets me know why nobody else asked the same question.

The whole thing is available on the SEC website.

Marvel Agreement between MCA Inc. and Marvel Entertainment Group