DIRECTV Clause Samples
DIRECTV. DIRECTV hereby represents, warrants and covenants that DIRECTV shall, at its sole expense, obtain all permits and licenses which may be required under any applicable federal, state or local law, rule, regulation or ordinance to perform its obligations pursuant to this Transport Agreement.
DIRECTV. [LOGO HERE]
DIRECTV. SPT Amd 2 to Lic Agreement (21MAR11 v 2) maa.doc Each installation of the trusted client software on an end user device shall be individualized and thus uniquely identifiable. For example, if the client software is copied or transferred from one computer to a subsequent computer, it will not work on the subsequent computer without being uniquely individualized. The content protection system shall prohibit recording onto removable media or portable devices except as permitted in Section 2.2.4 of the Agreement.
DIRECTV. Subject to TiVo's ownership of the TiVo Licensed Technology and TiVo Improvements as set forth in Section 7.1 (TiVo) above, DIRECTV shall have sole and exclusive right, title and interest in and to any DIRECTV Improvements. Notwithstanding anything in this Agreement to the contrary, including DIRECTV's indemnification obligations herein, DIRECTV shall have no obligation to provide any DIRECTV Improvement to TiVo hereunder and, subject to Section 2.4 hereof, TiVo shall have no right in or to any DIRECTV Improvements.
DIRECTV. Honeywell will provide in-flight entertainment through DIRECTV FOR BUSINESS in accordance with the COMMERCIAL CUSTOMER AGREEMENT located at ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇.▇▇▇/cms3/commercial/pdf/commercial_agreement .pdf. The Service to be provided includes Program Choices and Receiving Equipment. Buyer must subscribe to a base package in order to receive additional Services such as premium movie services or sports subscriptions. All programming selections have their own rates, terms and conditions. Information about programming is at ▇▇▇.▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇▇. “The customer will be billed directly by DIRECTV for all subscription packages chosen. When Honeywell becomes the dealer of service for a DIRECTV customer, Honeywell will ▇▇▇▇ the customer annually a support maintenance fee for the first DIRECTV receiver and for each additional receiver. The support fee will be billed annually on the anniversary of Honeywell becoming the customers DIRECTV dealer of record. Honeywell will provide Tier 1 DIRECTV support.
DIRECTV. The video, audio and data services provided over satellite frequencies by DIRECTV Enterprises, Inc., an affiliate of ▇▇▇▇▇▇ Communications Galaxy, Inc. DIRECTV Agreements. The NRTC/Member Agreement for Marketing and Distribution of DBS Services between PST, as assignee of Pegasus Cable Associates, Ltd., and the National Rural Telecommunications Cooperative, a District of Columbia corporation, dated as of June 24, 1993, as amended through the date hereof, providing for the delivery of direct broadcast service by PST to certain households in the Counties or ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇; Berkshire, Barnstable, Dukes, Franklin, Hampshire and Worcester, Massachusetts; Belknap, Carroll, Grafton and Merrimack, New Hampshire; and Litchfield, Connecticut; as originally executed and delivered and as amended in accordance with Section 7.12, pursuant to which PST holds the exclusive rights to provide cable programming services and all other video, audio and data packages transmitted by ▇▇▇▇▇▇ Communications Galaxy, Inc. over the HCG frequencies (as defined therein) to residential and commercial subscribers in specified service areas.
DIRECTV. SPT Letter Agreement (22MAR11 v.3) maa.doc After Licensee’s full commercial launch of the Digital Rights of Licensor’s VOD programs, Licensee to continuously distribute by means of Digital Rights for the entirety of their respective license periods all Current VOD Programs made available for licensing under the Output Deal. Licensee to continuously distribute by means of Digital Rights for the entirety of their respective license periods: (a) during the one-year period commencing on the commercial launch date of Licensee’s digital platform, at least 100 Library VOD Programs, and (b) for the remainder of the Term, no less than the greater of (i) 100 Library VOD Programs and (ii) all of the Library VOD Programs that Licensee exhibits on the Directv Flix Platform, provided, however, that if Licensee is exhibiting all of the library films of at least (2) other Major Studios content providers by means of Digital Rights, Licensee shall continuously distribute by means of Digital Rights all Library VOD Programs made available under the Output Agreement subject to directly related terms and conditions agreed to by such other Major Studios. All other material terms (including, without limitation, deemed price, licensor share, exhibition and placement) relating to Licensee’s distribution of VOD programs by way of Digital Rights shall be as set forth in the Output Agreement. For clarity, both parties’ respective MFN protections in the Output Agreement (e.g., exhibition/placement commitments, viewing period, marketing, licensor share, etc.) will apply to Licensee’s distribution of Included Programs by way of Digital Rights.
DIRECTV may (i) vary the dollar figures applicable to the quarterly periods of the First Extension Year by as much as 5% in a quarter, provided that the total for the First Extension Year equals at least and (ii) vary the dollar figures applicable to the quarterly periods of the Second Extension Year by as much as 5% in a quarter, provided that the total for the Second Extension Year equals at least . Notwithstanding the foregoing provisions (including, without limitation, the provisions of the immediately preceding sentence), DIRECTV at all times reserve the right to accelerate any or all of its advertising commitment within the First Extension Year and within the Second Extension Year and between the First Extension Year and the Second Extension Year, and payments made in excess of the minimum in connection with any such acceleration shall reduce corresponding payment amounts required in future calendar periods.
DIRECTV. TiVo Buy-Down Contribution ---------------------------------- For the period beginning July 7, 2001 until the effective date of the buy-down [*] (from [*] total to [*] total), DIRECTV and TiVo will each contribute [*] per DIRECTV with TiVo receiver sold. From the effective date of the buy-down [*] through the remainder of the Term, DIRECTV will contribute [*] per DIRECTV with TiVo receiver sold. During this period, TiVo will contribute [*] per DIRECTV with TiVo receiver sold. Following the Term, and through [*], DIRECTV agrees to contribute [*] per DIRECTV with TiVo receiver sold, to an amount [*]. During this period, TiVo will contribute [*] per DIRECTV with TiVo receiver sold. DIRECTV will contribute this per unit amount to all authorized DIRECTV dealers where DIRECTV with TiVo receivers are sold, and DIRECTV and TiVo shall jointly, communicate the extension of the buy-down program to all such dealers. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ September 27, 2001 Page 2
DIRECTV. The amended and restated certificate of incorporation of DIRECTV provides that stockholder actions can be taken by written consent by the holders of stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.