Excluded Claims. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): # any rights or claims for indemnification you may have pursuant to any written indemnification agreement with the Company to which you are a party or under applicable law; # any rights which are not waivable as a matter of law; and # any claims for breach of this Agreement. You hereby represent and warrant that, other than the Excluded Claims, you are not aware of any claims you have or might have against any of the Released Parties that are not included in the Released Claims. You understand that nothing in this Agreement limits your ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). While this Agreement does not limit your right to receive an award for information provided to the Securities and Exchange Commission, you understand and agree that, to maximum extent permitted by law, you are otherwise waiving any and all rights you may have to individual relief based on any claims that you have released and any rights you have waived by signing this Agreement.

Excluded Assets. Except as specifically set forth in Section 1.1, the Purchased Assets purchased by Purchaser under this Agreement do not include any other properties, rights or assets of Seller, including any inventory of the Business or any Intellectual Property of Seller (collectively, the “Excluded Assets”).

Excluded Liabilities. Except as specifically set forth in Section 1.3, Seller retains all Liabilities, including all Liabilities directly or indirectly arising out of or related to the operation of the Business or the Premises at or prior to the Effective Time and all Liabilities arising out of the Excluded Assets (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, Purchaser shall not assume or become liable for any obligations or Liabilities of Seller not specifically described in Section 1.3, including the following:

Seller agrees to pay all Excluded Liabilities as and when due.

any Intellectual Property to the extent that the attachment of the security interest of this Agreement thereto, or any assignment thereof, would result in the forfeiture, cancellation, invalidation, unenforceability, or other loss of the Grantors’ rights in such property including, without limitation, any License pursuant to which Grantor is licensee under terms which prohibit the granting of a security interest or under which granting such an interest would give rise to a breach or default by Grantor, and any Trademark applications filed in the USPTO on the basis of such Grantor’s “intent-to-use” such Trademark, unless and until acceptable evidence of use of such Trademark has been filed with and accepted by the USPTO pursuant to [Section 1(c)] or Section 1(d) of the Lanham Act (15 U.S.C. 1051, et seq.), to the extent that granting a lien in such Trademark application prior to such filing would adversely affect the enforceability, validity, or other rights in such Trademark application;

Excluded Support. Examples of services not covered by this Agreement (but which may be available for additional fees as described in Exhibit B payable within thirty (30) days after billed) include:

Excluded Theatres. In [Section 4.13(a)] of the ESA, the words “calculation of Theatre Access Fees” are hereby deleted and replaced with the following: “calculation of Theatre Access Fees, Post-Showtime Theatre Access Fees, Trailer Pod Fees, or ​”.

Excluded Claim. As used in Section 12.3 (Binding Arbitration), the term “Excluded Claim” will mean a dispute, controversy or claim that concerns the scope, validity, enforceability, inventorship or infringement of an Intellectual Property Right. Any Excluded Claim will be submitted to a court of competent jurisdiction.

Excluded Entities. None of the Excluded Entities hold or own any assets used in the operation of the business of the Company or the Company Subsidiaries as currently conducted or contemplated to be conducted, except for the Excluded Contracts and the facility, land and other assets which, following the Closing, will be subject to the Facility Access and Use Agreement.

Excluded Collateral. Notwithstanding the broad grant of the security interest set forth in [Section 3.1], above, the Collateral shall not include # nonassignable licenses or contracts, which by their terms require the consent of the licensor thereof or another party (but only to the extent such prohibition on transfer is enforceable under applicable law, including, without limitation, [Sections 9406, 9407 and 9408]8]8] of the UCC) or Pledged Collateral consisting of Equity Interests, if pursuant to the terms of the applicable Equity Documents, a pledge of such Equity Interests would be prohibited or void or would require the consent of or waiver by the applicable Platform Company, provided further, that upon the lapse of such prohibition or such consent or waiver being provided with respect to any license or contract, such license, contract or Equity Interests shall automatically be included in the Collateral, # any property which is subject to a capital lease, purchase money Lien or similar equipment financing permitted under this