Common use of Commitment and Selection Clause in Contracts

Commitment and Selection. During the three-year term commencing on September 1, 2012 and ending on August 31, 2015 (the “MOW Term”) Licensee shall select from one or more lists supplied by Licensor, subject to Licensor’s final approval, at least twenty (20) MOWs that were initially exhibited in the United States between 2010 and 2014 on the Lifetime, Hallmark, SyFy, History, TNT or USA channels only (excluding MOWs telecast by such channel(s) in the Territory) but not previously exhibited in the Territory on Free Broadcast Television, Basic Television Services, Subscription Pay Television Services, FOD/AVOD services or SVOD services (“First-Run MOWs”), except to the extent fewer than twenty (20) are made available by Licensor, in which case, Licensee shall select only the number of First-Run MOWs made available. Licensee may pre-select First-Run MOWs prior to the Broadcast Year in which Licensee intends to exhibit them, and Availability Dates for First-Run MOWs are subject to Licensee’s discretion as set forth below, but Licensee shall select the following number of First-Run MOWs for each Broadcast Year of the MOW Term (except to the extent fewer are made available by Licensor, in which case, Licensee shall select only the number of First-Run MOWs made available): (a) at least six (6) First-Run MOWs with Availability Dates no later than September 1, 2012, (b) at least twelve (12) First-Run MOWs in the aggregate (inclusive of First-Run MOWs with Availability Dates on or before September 1, 2012) with Availability Dates no later than September 1, 2013 and (c) at least eighteen (18) First-Run MOWs in the aggregate (inclusive of the First-Run MOWs with Availability Dates on or before September 1, 2013) with Availability Dates no later than September 1, 2014. For each of twenty (20) First-Run MOWs licensed by Licensee hereunder, Licensee shall license during the corresponding Broadcast Year, one (1) additional MOW that was initially released in the United States before 2010 (“Library MOWs”). Licensee shall have the option, but not the obligation, at its sole discretion to license additional First Run MOWs and/or Library MOWs following the fulfillment of the abovementioned commitments. To the extent Licensee has not selected the applicable quantities of MOWs to satisfy the foregoing commitments by the end of the applicable Broadcast Year, Licensor shall have the right to designate a quantity of MOWs necessary to satisfy such commitments (it being agreed any Library MOW commitment triggered in one Broadcast Year but not fulfilled before the last Broadcast Year hereunder may be designated in such last Broadcast Year hereunder), provided that Licensor will provide Licensee with thirty (30) days prior written notice during which Licensee may fulfill its outstanding commitments; failing which, Licensor will consult with Licensee in good faith regarding the selection of MOWs to fulfill the commitments.