PHYSICAL MATERIALS AND TAXES. 8.1 On or prior to the Delivery Date for each Included Program, Licensor shall deliver or make available to Licensee or Licensee’s designee: (i) either a videotape or a mezzanine file of such Included Program (each a “ Copy”) and a trailer for such Included Program (it being understood by Licensee that there may be limited instances where Licensor will not be able to provide a cleared trailer for an Included Program, in which case, notwithstanding anything to the contrary in this Agreement, Licensee shall have the option not to license such Included Program), each in accordance with the specifications set forth on the attached Schedule D (“ Approved Specifications”), (ii) together with metadata for such Included Program in accordance with the attached Schedule E and (iii) all other Advertising Materials (as defined at Schedule A, Article 12.1) for such Included Program, to the extent such Advertising Materials are cleared and available ((i) through (iii), collectively, “ Program Materials”). Licensor shall be responsible for all costs and expenses of delivery of Program Materials (or otherwise making Included Programs and Program Materials available as provided hereunder) for each Territory, except as expressly set forth in this Article 8 or in the applicable Exhibit. Licensee shall have the right to inspect each Copy delivered or made available hereunder and shall have the right reject any Copies which are not of acceptable technical quality because of failure to meet Licensee’s reasonable customary standards of technical quality for the Licensed Service in the applicable Territory by notifying Licensor thereof (together with a reasonably detailed description of such failure), and shall use reasonable efforts to notify Licensor thereof within fifteen (15) days of such Copy being delivered or made available to Licensee. If Licensee rejects any Copies or trailers pursuant to the above, Licensor shall promptly replace such rejected Copies and/or trailers, as applicable, until such delivery items are technically acceptable. Notwithstanding anything to the contrary contained herein, Licensee shall have the right, but not the obligation, to edit or modify metadata in order to correct errors, and in the event Licensee exercises such right, Licensee shall notify Licensor in writing thereof; provided that an occasional inadvertent failure to so notify Licensor shall not be a breach of this Agreement. If Licensor disagrees with any of Licensee’s corrections, Licens...
PHYSICAL MATERIALS AND TAXES. 8.1 Within forty-five (45) days following (a) the last day of the last VOD License Period with respect to each VOD Included Program and (b) the DHE Avail Term with respect to each DHE Included Program, Licensee shall erase or degauss all such copies and, upon Licensor’s request, supply Licensor with a certification of erasure or degaussing of such.
PHYSICAL MATERIALS AND TAXES. 8.1 Licensor shall deliver to Licensee at least 30 days prior to the Availability Date for each Licensed Film, at Licensor’s election, either a videotape or an encoded digital file (each videotape or digital file, a “Copy”), together with all available Advertising Materials (defined below) and music cue sheets. All costs (including, without limitation, duplication/encoding, shipping and forwarding charges) of creating and delivering Copies and Advertising Materials to Licensee shall be borne solely by Licensee at Licensor’s standard rates.
PHYSICAL MATERIALS AND TAXES. Licensor shall deliver to Licensee at Licensee’s expense at least 30 days prior to the Availability Date for each Included Program a videotape or encoded file in the Licensed Language in the Approved 4K Format, as available (a “Copy”). Licensor shall provide Copies for the Included Programs in accordance with the technical specifications specified in Schedule B, and such related cost as determined by the Licensor shall be borne by Licensee.the related cost thereof (“Administration Fee”) shall be borne by Licensee. The Administration Fee for each Included Program shall be as specified in Schedule A (for Avail Year 1) or, if not so specified (including for each Included Program licensed in relation to Avail Year 2), as determined by Licensor by written notice to Licensee. Notwithstanding the foregoing, no Copy with respect to an Included Program shall be delivered to Licensee until the corresponding Administration Fee specified in Schedule B has been paid for all Included Programs licensed in relation to the Avail Year in which the Availability Date for such Included Program occurs. To the extent Licensee requires digital files which deviate from such specifications or requires tape masters, Licensor may issue an access letter at a facility designated by the Licensor for the appropriate materials and Licensee will be responsible for encoding or transcoding, handling and delivery and the associated costs. Licensee is also responsible for reformatting available audio/subtitle files, concatenating applicable Licensor logos, and the associated cost. All costs of encoding and duplication of each Copy and Advertising Materials shall be at Licensee’s sole cost and expense. Encoding shall take place at a post-production house approved by Licensor and with such encoding quality subject to Licensor’s approval. All costs (including, without limitation, duplication, shipping and forwarding charges, and insurance) of creating and shipping Copies and Advertising Materials to Licensee shall be borne by Licensee. Licensor shall in addition make available to Licensee advertising and promotional materials for the Included Programs to the extent available. Within 30 days after the end of the License Period of each Included Program, or earlier upon Licensor’s request, Licensee shall at Licensee’s expense return to Licensor all Copies of and materials for such Included Program (including, but not limited to, all dubbed and subtitled Mandarin Chinese versions). Licensee shall pay...
PHYSICAL MATERIALS AND TAXES. Subject to the Servicing Fee set forth below, Licensor will deliver, by each Included Program’s Availability Date, at its expense all Included Programs and Advertising Materials per the specifications set forth in the content partner guidebook (that has been provided to Licensor, and as may be updated from time-to-time by Licensee) (each, a “Copy”) and metadata associated with the Included Programs and Advertising Materials in accordance with the encoding instructions and other mutually-agreed specifications provided by Licensee. Licensor will deliver each Copy with 1080p masters with Dolby 5.1 audio for all content for which such masters are available, and for any content not produced in 1080p, the highest quality video and audio available in mutually-agreed specification(s)
PHYSICAL MATERIALS AND TAXES. 6.1 Licensor shall deliver or otherwise make available to Licensee, upon signature and execution of this Agreement, a digital file (“File Copy,”) together with metadata, posters or thumbnails, available Advertising, Press Release Materials and Trailers, to the extent cleared and available. File Copies provided by Licensor will be based on Licensee’s specifications, and any costs related thereto shall be borne by Licensor. Delivery of the File Copies to an FTP folder or similar, will be agreed with Licensee and will be at Licensor’s expense. Encoding, transcoding, and profiling will be for Licensee’s expense.
PHYSICAL MATERIALS AND TAXES. 8.1 Within thirty (30) days following the last day of the VOD License Period with respect to each VOD Included Program, Licensee shall at Licensor’s election either return all Copies to Licensor or erase or degauss all such Copies and supply Licensor with a certification of erasure or degaussing of such.
PHYSICAL MATERIALS AND TAXES. 8.1 Licensor shall deliver or otherwise make available to Licensee at least 75 days prior to the Availability Date for each Included Program, at Licensor’s election, either a videotape (“Tape Copy”) or an encoded digital file (“File Copy,” and together with Tape Copies, “Copies”), together with available Advertising Materials, as defined at Schedule A, Section 11.1, to the extent cleared and available, and music cue sheets. File Copies provided by Licensor will be based on Licensor’s pre-determined specifications, and any costs related thereto shall be borne by Licensor. If Licensee requires File Copies which deviate from Licensor’s specifications or requires a Tape Copy for any Included Program, Licensor will issue an access letter for the appropriate materials, and Licensee will be responsible for any necessary encoding, transcoding, handling and delivery at Licensee’s sole expense. Encoding, transcoding, subtitling and dubbing shall take place at facilities approved by Licensor, and all encoding, transcoding, subtitling and dubbing quality is subject to Licensor’s approval. Licensee shall also be responsible for concatenating applicable Licensor logos and any associated costs thereof. In any event, the number of Copies and Advertising Materials delivered to Licensee in connection with an Included Program shall be in Licensor’s sole discretion.
PHYSICAL MATERIALS AND TAXES. 7.1 Licensor shall authorize TVN to deliver to Licensee, at Licensee’s expense, an encoded file (a “Copy”) for each Included Program. With respect to each Included Program, Licensor shall instruct TVN to deliver to Licensee the relevant Copy at least thirty (30) days prior to the Availability Date for such Included Program. In no event shall Licensor be deemed liable in any manner, directly or indirectly, for the failure of TVN to deliver Copies to Licensee at least thirty (30) days prior to the Availability Date for each Included Program or for the quality of any Copy delivered by TVN. Licensor shall make available, at its expense, to Licensee or its designee at Licensee’s expense, Advertising Materials (defined at Schedule A, Section 11.1) and music cue sheets. Licensee shall be solely responsible for all arrangements and costs associated with transport of Copies from TVN and other technical delivery services relating to the delivery of the Included Programs from TVN to Licensee’s Approved System and from Licensee to Subscribers. For clarity and without limiting the generality of the foregoing, the parties hereto agree and acknowledge that Licensee shall bear all costs relating to the delivery of Copies from TVN to Licensee. Licensor shall not directly charge Licensee for any additional costs or charges relating to the delivery of Copies from TVN to Licensee without consulting in advance with Licensee and mutually agreeing on such additional costs.
PHYSICAL MATERIALS AND TAXES. 7.1 As set forth in Section 5 of the Agreement, Licensor shall deliver or otherwise make available to Licensee (i) with respect to Current Features, Additional Features and Other Features no later than 1530 days prior to such feature’s Availability Date, and (ii) with respect to Library Features, no later than 15 days after receipt of the applicable booking confirmation for each feature, at Licensor’s election, either a videotape (“Tape Copy”) or an encoded digital file (“File Copy,” and together with Tape Copies, “Copies”), together with available Advertising Materials, to the extent cleared and available, and music cue sheets. File Copies provided by Licensor will be based on Licensor’s pre-determined specifications (such specifications to be discussed in good faith with Licensee), and any costs related thereto shall be borne by Licensor. If Licensee requires File Copies which deviate from Licensor’s specifications or requires a Tape Copy for any Included Program, Licensor will issue an access letter for the appropriate materials, and Licensee will be responsible for any necessary encoding, transcoding, handling and delivery at Licensee’s sole expense. Encoding, transcoding, subtitling and dubbing shall take place at facilities approved by Licensor, and all encoding, transcoding, subtitling and dubbing quality is subject to Licensor’s approval. Licensee shall also be responsible for concatenating applicable Licensor logos and any associated costs thereof. In any event, the number of Copies and Advertising Materials delivered to Licensee in connection with an Included Program shall be in Licensor’s sole discretion.
