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Troy & Gould pointed out: “There is no evidence * * * that
the Epic entities actually transferred their rights in the
subject pictures to EBD, despite the fact that EBD subsequently
purported to transfer rights in the pictures”; and “The
documentation of the chain of title thus appears unsatisfactory
as to the Epic pictures.”
Troy & Gould characterized the various assignments of film
assets from Alpha, Epsilon, and EBD to CLIS as “quitclaim
assignments; that is, the transferors disclaimed all warranties
and representations as to the assets.” Moreover, although the
assignments referred to all right, title, and interest in the
film assets, the attached schedules referred only to “‘U.S. Video
Film Rights’”. Troy & Gould also indicated that it had no
documentation confirming CLIS’s assignment of the EBD film
library to SMHC; it characterized this lack of documentation as
“another significant gap in the chain of title.” Troy & Gould
expressed further concerns that the term “U.S. Video Film Rights”
in Schedule 1.6(b) of the exchange and contribution agreement was
not defined and that the exchange and contribution agreement
contained no explicit statement that SMHC owned those rights.
2. Access Letters
While Troy & Gould was conducting its due diligence on the
EBD film library, it was also attempting to obtain laboratory and
facility access letters to the physical materials of certain film
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