Common use of Physical Materials Clause in Contracts

Physical Materials. Provided that Licensee is in compliance with its obligations hereunder, Licensor shall delivery or otherwise make available to Licensee at least 45 days prior to the Availability Date for each Included Film either a videotape (“Tape Copy”) or a mezzanine digital file (“File Copy” and together with Tape Copies, “Copies”) as determined by Licensee. Copies shall be in a 16:9 aspect ratio where available, and otherwise in a 4:3 format. Copies shall be provided with Dolby Digital 5.1 sound track (where available) upon Licensee’s request. File Copies shall be provided to Licensee in Licensor’s standard format at no cost to Licensee. If Licensee requires File Copies which deviate from Licensor’s standard format, 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. All costs (including, without limitation, duplication, encoding, shipping and forwarding charges, and insurance) of creating and shipping Tape Copies to Licensee shall be borne by Licensee. Licensee shall inspect Copies promptly for technical quality and shall notify Licensor within 15 days of delivery if, in Licensee’s reasonable judgment, such materials fail to meet reasonable customary standards of technical quality for video-on-demand exhibition in the Territory, together with a reasonably detailed description (including, without limitation, timecode location) of the reasons for such failure. If Licensee rejects a Copy pursuant to the foregoing, Licensor shall promptly replace such rejected Copy at no charge to Licensee. Any Copies delivered to Licensee and not objected to by Licensee within 15 days of receipt shall be deemed to have been accepted.

Physical Materials. Provided that Licensee is in compliance with its obligations hereunder, 2.1 Licensor shall delivery or otherwise make available deliver to Licensee at least 45 30 days prior to the Availability Date for each Included Film either Program one Digital Betacam NTSC copy with original sound on Channel I and Portuguese sound on Channel 2 (a videotape "Copy"). With respect to Programs that Licensee has notified Licensor (“Tape Copy”pursuant to Section 4.2.2 of the Agreement) or a mezzanine digital file (“File Copy” and together with Tape Copies, “Copies”) as determined by Licensee. Copies shall be that it intends to broadcast in a 16:9 aspect ratio where available, and otherwise in a 4:3 format. Copies shall be provided with Dolby Digital 5.1 sound track (where available) upon Licensee’s request. File Copies shall be provided to Licensee in Licensor’s standard format at no cost to Licensee. If Licensee requires File Copies which deviate from Licensor’s standard formatHigh Definition, Licensor will issue an access letter shall also deliver a Copy suitable for broadcast in High Definition. After receiving each Copy, Licensee shall have 30 days from the appropriate materials, and Licensee will be responsible for any necessary encoding, transcoding, handling and date of delivery at Licensee’s sole expense. Encoding, transcoding, subtitling and dubbing shall take place at facilities approved by Licensor, and all encoding, transcoding, subtitling to review the technical and dubbing quality of each Copy. If Licensee, in its reasonable judgment, determines that the Copy is subject not of acceptable technical (including technical dubbing quality) for Free Broadcast Television exploitation in Brazil, Licensee shall provide to Licensor’s approvalLicensor a detailed summary of the technical defects (including technical dubbing defects) and Licensor shall have the right to replace such Copy. Licensee shall also promptly respond to Licensor's questions regarding Licensee's standards for technical quality (including technical dubbing quality). If after meaningful consultation with Licensor, Licensee and Licensor agree that acceptable Copies are not available for such title, then Licensor shall have the right to withdraw such title, in which case the provisions of Section 6 shall apply. Such Copy shall be responsible either a dubbed Licensed Language version or the original language version. Licensor shall in addition make available to Licensee advertising materials for concatenating applicable Licensor logos and any associated costs thereofthe Programs ("Advertising Materials") to the extent available. All costs (including, without limitation, duplication, encoding, shipping and forwarding charges, and insurance) of creating and shipping Tape Copies and Advertising Materials to Licensee shall be borne by Licensee. Licensor; provided, however, that if Licensee requests Copies in High Definition and High Definition materials are available out of stock on hand, Licensee shall inspect bear all costs of creating and shipping Copies promptly for technical quality and shall notify Licensor within 15 days of delivery if, in Licensee’s reasonable judgment, such materials fail to meet reasonable customary standards of technical quality for video-on-demand exhibition in the Territory, together with a reasonably detailed description (including, without limitation, timecode location) of the reasons for such failureHigh Definition. If Licensor does not have High Definition materials out of stock on hand, Licensee rejects shall bear the cost of creating a High Definition master (such costs not to exceed US $[600] per Program) in addition to the costs of creating and shipping a Copy pursuant to the foregoing, Licensor shall promptly replace such rejected Copy at no charge in High Definition to Licensee. Any All costs associated with providing Copies delivered to Licensee in High Definition shall be due and not objected to by Licensee payable within 15 thirty (30) days of receipt shall be deemed to have been acceptedinvoice.