EXCLUSION RIGHT. Notwithstanding anything contained in this Agreement to the contrary, Licensee hereby acknowledges that Licensor may be unable to license a program to Licensee on the terms set forth in this Agreement due to certain arrangements between Licensor and individuals involved in the production or financing of such program that require Licensor to obtain the approval of such individuals prior to the licensing of such program (“Third Party Exclusion Right”). In any such circumstance, Licensor hereby agrees to use reasonable, good faith business efforts to obtain the approvals necessary to allow Licensor to license such program to Licensee under the terms of this Agreement. Notwithstanding anything contained herein to the contrary, Licensor and Licensee hereby agree that Licensor’s inability to obtain such necessary approvals and to license any such program to Licensee under the terms of this Agreement shall not be deemed to be, or in any way constitute, a breach of this Agreement. If Licensor is unable to obtain such necessary approvals, Licensor shall give Licensee written notice thereof and shall have no further obligations to Licensee with respect to such program.
EXCLUSION RIGHT. Notwithstanding anything contained in this Agreement to the contrary, Amazon hereby acknowledges that CDD may be unable to license particular programs to Amazon on the terms set forth in this Agreement due to, among other things, certain arrangements between CDD and individuals involved in the production or financing of such program that require CDD to obtain the approval of such individuals prior to the licensing of such program. CDD’s failure to obtain such necessary approvals or to license any such program to Amazon under the terms of this Agreement shall not be deemed to be, or in any way constitute, a breach of this Agreement. Such programs shall not be delivered by CDD hereunder and shall not be deemed Included Programs.
EXCLUSION RIGHT. Notwithstanding anything contained in this Agreement to the contrary, Comcast hereby acknowledges that Studio may be unable to license a program to Comcast on the terms set forth in this Agreement due to certain arrangements between Studio and individuals involved in the production or financing of such program that require Studio to obtain the approval of such individuals prior to the licensing of such program (“Third Party Exclusion Right”). In any such circumstance, Studio hereby agrees to use commercially reasonable efforts to obtain the approvals necessary to allow Studio to license such program to Comcast under the terms of this Agreement. Notwithstanding anything contained herein to the contrary, Studio and Comcast hereby agree that Studio’s inability to obtain such necessary approvals and to license any such program to Comcast under the terms of this Agreement shall not be deemed to be, or in any way constitute, a breach of this Agreement. If Studio is unable to obtain such necessary approvals, Studio shall give Comcast written notice thereof and shall have no further obligations to Comcast with respect to such program so long as Studio promptly makes commercially reasonable efforts to provide Comcast with a reasonably comparable substitute program as an Included Program to distribute on the Licensed Service.
EXCLUSION RIGHT. Upon execution of a Promotional Agreement, @Home shall provide written notice thereof by fax or e-mail to a designated contact person at each Cable Parent. Such written notice shall include (i) the identity of the content provider, (ii) a description outlining in reasonable detail the content to be offered by such provider, (iii) the position in the National Area to be assigned to such content provider, and (iv) an outline of the other terms and conditions of such Promotional Agreement. Each Cable Parent will thereafter have the right to exercise its Cable Parent Exclusion Right with respect to Specified Promotions as to some or all of its Affiliated Operators distributing the @Home Service. In order to exercise such right, the Cable Parent shall deliver reasonable notice of its exercise of the Cable Parent Exclusion Right to @Home which will become effective within a reasonable period of time after such notice. An exercise of the Cable Parent Exclusion Right shall result in (x) the exclusion from the National Area of any or all Specified Promotions (as defined below) with respect to a Specified Brand (as designated by the applicable Cable Parent) and (y) the replacement of such promotions (e.g., replacement of the excluded "button") by other promotions of the same type (e.g., replacement of an excluded button with another button) as selected by @Home.
EXCLUSION RIGHT. Notwithstanding anything contained in this Agreement to the contrary, Licensee hereby acknowledges that Licensor may be unable to license a program to Licensee on the terms set forth in this Agreement due to certain arrangements between Licensor and individuals involved in the production or financing of such program that require Licensor to obtain the approval of such individuals prior to the licensing of such program. In any such circumstance, Licensor hereby agrees to use reasonable, good faith business efforts to obtain the approvals necessary to allow Licensor to license such program to Licensee under the terms of this Agreement without ties to any terms that have not generally been agreed to by Other Distributors of such program to which such terms equally applies. Notwithstanding anything contained herein to the contrary, Licensor and Licensee hereby agree that Licensor’s inability to obtain such necessary approvals and to license any such program to Licensee under the terms of this Agreement shall not be deemed to be, or in any way constitute, a breach of this Agreement. If Licensor is unable to obtain such necessary approvals, Licensor shall give Licensee written notice thereof and shall have no further obligations to Licensee with respect to such program. Such written notice shall be provided by Licensor’s legal counsel and Licensor shall not utilize this exclusion right as a pretext to deprive Licensee of such program. If Licensor is unable to license a specific program to Licensee pursuant to this provision, Licensor acknowledges and agrees that it shall similarly be unable to (and shall not) license such program to any other VOD/PPV distributors to whom the reason for such exclusion equally applies.
