Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(b). (b) In the event Station preempts or otherwise fails to broadcast any NBC Programming (including, without limitation, NBC Sports Programming) on the dates and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant to either a legitimate exercise of Section 73.658(e) of the Commission’s Rules or an event of force majeure as provided in Section 11 of this agreement, then, without limiting any other rights or remedies of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s loss of gross advertising revenues attributable to Station’s failure to broadcast such program in Station’s market. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (i) in the case of a preemption of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM Sunday), Station has not preempted more than six (6) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) in the case of a preemption of NBC Sports Programming, Station has not preempted more than six (6) hours of NBC Sports Programming (“Sports Basket”) during each calendar year within the term of this agreement. (c) In the event Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the omitted NBC Program to any other distribution outlet for distribution in Station’s community of license. (d) In the event a Station fails to pay to NBC any amounts required to be paid by it pursuant to this Section 3, and such failure remains uncured after 30 days’ written notice from NBC, then in addition to all other remedies available to it, NBC shall have the option, exercisable in its sole discretion upon 30 days’ notice to the breaching Station to (i) terminate that Station’s right to broadcast any one or more series or other NBC Programs, and to the extent and for the periods that NBC so elects, license the broadcast rights to such series or other NBC Program(s) to any other distribution outlet for distribution in that Station’s community of license or (ii) terminate this Agreement with respect to Station..
Appears in 1 contract
Sources: Affiliation Agreement (Young Broadcasting Inc /De/)
Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(b).
(b) In the event Station preempts or otherwise that Station, for any reason, fails to broadcast or advises NBC that it will not broadcast any NBC Programming programming as provided herein, then, in each case, Station, upon notice from NBC to Station, shall broadcast such omitted programming and the commercial announcements contained therein (includingor any replacement programming and the commercial announcements contained therein) during a time period or periods which the parties shall use reasonable efforts to promptly and mutually agree upon and which shall, without limitationto the extent possible, NBC Sports Programming) on the dates be of a quality and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant rating value comparable to either a legitimate exercise of Section 73.658(e) that of the Commission’s Rules time period or an periods at which such omitted programming was not broadcast as provided herein. In the event of force majeure that the parties do not promptly agree upon a time period or periods as provided in Section 11 of this agreementthe preceding sentence, then, without limiting limitation to any other rights or remedies right of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s loss of gross advertising revenues attributable to Station’s failure to broadcast such program in Station’s market. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (i) in the case of a preemption of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM Sunday), Station has not preempted more than six (6) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) in the case of a preemption of NBC Sports Programming, Station has not preempted more than six (6) hours of NBC Sports Programming (“Sports Basket”) during each calendar year within the term of this agreement.
(c) In the event Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the applicable omitted NBC Program programming (or replacement programming) to any other distribution outlet for distribution another television station located in Station’s 's community of license.
(db) In the event a that Station preempts or fails to clear or broadcast any NBC programming as provided herein for any reason other than: (i) the live coverage of local news events, (ii) as permitted by Paragraphs 3(b), 3(c) or 3(d) above, (iii) force majeure as provided for in Paragraph 12 below, or (iv) because: (A) the programming is delivered in a form which does not meet accepted standards of good engineering practice; (B) the programming does not comply with the rules and regulations of the FCC; or (C) Station reasonably believes that such programming would not meet prevailing contemporary standards of good taste in its community of license, then, without limiting any other rights of NBC under this Agreement or otherwise, upon NBC's request, Station shall pay NBC, or NBC may deduct or offset from any amounts payable to Station hereunder or under any other agreement between Station and NBC (or an entity controlling, controlled by or under common control with NBC), an amount equivalent to NBC's loss in net advertising revenues attributable to the failure of Station to broadcast such program in Station's market as scheduled by NBC which amount shall be calculated in accordance with Exhibit A hereto; provided, -------- however, that the maximum amounts payable by Station to NBC any amounts required to be paid by it pursuant to this Section 3, and such failure remains uncured after 30 days’ written notice from NBC, then in addition to all other remedies available to it, NBC shall have the option, exercisable in its sole discretion upon 30 days’ notice to the breaching Station to (i) terminate that Station’s right to broadcast any one or more series or other NBC Programs, and to the extent and for the periods that NBC so elects, license the broadcast rights to such series or other NBC Program(s) to any other distribution outlet for distribution in that Station’s community of license or (ii) terminate this Agreement with respect to Station..------- Paragraph 4
Appears in 1 contract
Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(b).
(b) In the event Station preempts or otherwise that Station, for any reason, fails to broadcast or advises NBC that it will not broadcast any NBC Programming programming as provided herein, then, in each case, Station, upon notice from NBC to Station, shall broadcast such omitted programming and the commercial announcements contained therein (includingor any replacement programming and the commercial announcements contained therein) during a time period or periods which the parties shall promptly and mutually agree upon and which shall, without limitationto the extent possible, NBC Sports Programming) on the dates be of a quality and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant rating value comparable to either a legitimate exercise of Section 73.658(e) that of the Commission’s Rules time period or an periods at which such omitted programming was not broadcast as provided herein. In the event of force majeure that the parties do not promptly agree upon a time period or periods as provided in Section 11 of this agreementthe preceding sentence, then, without limiting limitation to any other rights or remedies of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s loss of gross advertising revenues attributable to Station’s failure to broadcast such program in Station’s market. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (i) in the case of a preemption of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM Sunday), Station has not preempted more than six (6) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) in the case of a preemption of NBC Sports Programming, Station has not preempted more than six (6) hours of NBC Sports Programming (“Sports Basket”) during each calendar year within the term of this agreement.
(c) In the event Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the applicable omitted NBC Program programming (or replacement programming) to any other distribution outlet for distribution another television station located in Station’s 's community of license.
(db) In For the purposes of this Agreement, an "Authorized Preemption" shall mean: any failure to broadcast due to force majeure as provided for in Paragraph 12 below, any preemption permitted by Paragraphs 3(b), 3(c) or 3(d) above, and any preemption permitted by Paragraph 4(c) below. Any other preemption or failure to broadcast any NBC programming shall be deemed an "Unauthorized Preemption" and, without limiting any other rights of NBC under this Agreement or otherwise, upon NBC's request, Station shall pay NBC, or NBC may deduct or offset from any amounts payable to Station hereunder or under any other agreement between Station and NBC (or an entity controlling, controlled by or under common control with NBC), an amount equivalent to NBC's loss in net advertising revenues attributable to the failure of Station to broadcast such program in Station's market as scheduled by NBC, which amount shall be calculated in accordance with Exhibit A hereto; provided, however, NBC agrees that in the event Station broadcasts such preempted NBC program in another time period as NBC and Station may agree upon pursuant to Paragraph 4(a) hereof, a Station fails portion of such amount equivalent to NBC's loss in net advertising revenues may be offset by any increase in NBC's net advertising revenues attributable to such broadcast by Station. Any failure by station to pay to NBC any amounts required to amount due under this Paragraph 4(b) shall be paid by it pursuant to deemed a material breach of this Section 3Agreement, and such failure remains uncured after 30 days’ written notice from NBC, then in addition to all other remedies available to it, NBC shall have the option, exercisable in its sole discretion upon 30 thirty (30) days’ ' written notice to the breaching Station Station, to either (i) terminate that Station’s 's right to broadcast any one or more series or other NBC Programsprograms, and as NBC shall elect, and, to the extent and for the periods period(s) that NBC so elects, thereafter license the broadcast rights to such series or other NBC Program(sprogram(s) to any other distribution outlet for distribution television station or stations located in that Station’s 's community of license or (ii) unless the breach is cured within such thirty (30) day period, terminate this Agreement with respect to Station..Agreement.
Appears in 1 contract
Sources: Affiliation Agreement (Hearst Argyle Television Inc)
Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(b).
(b) In the event Station preempts or otherwise that Station, for any reason, fails to broadcast or advises NBC that it will not broadcast any NBC Programming programming as provided herein, then, in each case, Station, upon notice from NBC to Station, shall broadcast such omitted programming and the commercial announcements contained therein (includingor any replacement programming and the commercial announcements contained therein) during a time period or periods which the parties shall promptly and mutually agree upon and which shall, without limitationto the extent possible, NBC Sports Programming) on the dates be of a quality and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant rating value comparable to either a legitimate exercise of Section 73.658(e) that of the Commission’s Rules time period or an periods at which such omitted programming was not broadcast as provided herein. In the event of force majeure that the parties do not promptly agree upon a time period or periods as provided in Section 11 of this agreementthe preceding sentence, then, without limiting limitation to any other rights or remedies of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s loss of gross advertising revenues attributable to Station’s failure to broadcast such program in Station’s market. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (i) in the case of a preemption of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM Sunday), Station has not preempted more than six (6) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) in the case of a preemption of NBC Sports Programming, Station has not preempted more than six (6) hours of NBC Sports Programming (“Sports Basket”) during each calendar year within the term of this agreement.
(c) In the event Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the applicable omitted NBC Program programming (or replacement programming) to any other distribution outlet for distribution another television station located in Station’s 's community of license.
(db) In the event a that Station preempts or fails to clear or broadcast any NBC programming as provided herein for any reason other than: (i) the live coverage of local news events, (ii) as permitted by Paragraphs 3(b), 3(c) or 3(d) above, (iii) force majeure as provided for in Paragraph 12 below, or (iv) because: (A) the programming is delivered in a form which does not meet accepted standards of good engineering practice; (B) the programming does not comply with the rules and regulations of the FCC; or (C) Station reasonably believes that such programming would not meet prevailing contemporary standards of good taste in its community of license, then, without limiting any other rights of NBC under this Agreement or otherwise, upon NBC's request, Station shall pay to NBC, or NBC may deduct or offset from any amounts required payable to Station hereunder or under any other agreement between Station and NBC (or an entity controlling, controlled by or under common control with NBC), an amount equivalent to NBC's loss in net advertising revenues attributable to the failure of Station to broadcast such program in Station's market as scheduled by NBC, which amount shall be paid calculated in accordance with Exhibit A hereto. Without limiting or affecting any other determination of a material breach hereunder, any failure by it pursuant Station to pay any amount due under this Section 3Paragraph 4(b) shall be deemed a material breach of this Agreement, and such failure remains uncured after 30 days’ written notice from NBC, then in addition to all other remedies available to it, NBC shall have the option, exercisable in its sole discretion upon 30 thirty (30) days’ ' written notice to the breaching Station Station, to either (ix) terminate that Station’s 's right to broadcast any one or more series or other NBC Programsprograms, and as NBC shall elect, and, to the extent and for the periods period(s) that NBC so elects, thereafter license the broadcast rights to such series or other NBC Program(sprogram(s) to any other distribution outlet for distribution television station or stations located in that Station’s 's community of license or (y) unless the breach is cured within such thirty (30) day period, terminate this Agreement. Station acknowledges that NBC programming previously broadcast by Station has been consistent with the standards set forth in the foregoing clause (C); Station also agrees that Station's reasonable belief that an NBC program does not meet such standards will be based on a substantial difference in such program's style and content from NBC programs previously broadcast by Station, unless the relevant standards in the Station's community of license have changed.
(c) With respect to programs offered or already contracted for pursuant to this Agreement, nothing herein contained shall be construed to prevent or hinder Licensee from: (i) rejecting or refusing any NBC program which Station reasonably believes to be unsatisfactory or unsuitable or contrary to the public interest, or (ii) terminate this Agreement with respect to substituting a program which, in Station..'s opinion, is of greater local or national importance; provided, however, that Station shall give NBC written notice of each such rejection, refusal or substitution, and the reason therefor, at least three (3) weeks in advance of the scheduled broadcast, or as soon thereafter as possible (including an explanation of the cause for any lesser notice). Station confirms that its determination that a substitute program is of greater local or national importance shall be based on Station's reasonable good faith judgment.
Appears in 1 contract
Sources: Affiliation Agreement (Hearst Argyle Television Inc)
Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s 's and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(bunder those circumstances requiring live coverage of local news events, including follow-up coverage which airs within 48 hours of the original newsworthy event ("NEWS EVENTS").
(b) In Except as set forth in the immediately following sentence, in the event a Station preempts or otherwise fails to broadcast any NBC Programming (including, without limitation, NBC Sports Programming) on the dates and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant to either a legitimate exercise of Section 73.658(e) of the Commission’s Rules or an event of force majeure as provided in Section 11 of this agreement, then, then without limiting any other rights or remedies of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s 's loss of gross advertising revenues attributable to Station’s 's failure to broadcast such program in Station’s 's market, calculated in accordance with Exhibit B hereto. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (x) such failure to broadcast NBC Programming is a direct result of (i) in Station's live coverage of News Events (excluding the case addition of scheduled local news programs as a preemption part of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM SundayStation's continuing program schedule), Station has not preempted more than six (6) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) an event of force majeure as provided in Section 11 hereof; (iii) a scheduling change to which NBC has granted its prior written consent pursuant to Section 2(a) hereof; or (iv) Station's right to preempt NBC Programming pursuant to Sections 3(d) and 3(e) below; or (y) if Station reasonably believes that such programming is unsatisfactory, unsuitable, or otherwise contrary to the case of a preemption of NBC Sports Programming, Station has not preempted more than six (6) hours of NBC Sports Programming (“Sports Basket”) during each calendar year within the term of this agreementpublic interest.
(c) A Station's determination under clause (y) of subsection (b) above shall be based upon a substantial difference between the relevant program's style and content and the style and content of other NBC Programs previously broadcast by Station. In addition, no Station shall preempt or otherwise fail to broadcast any NBC Programming under clause (y) of subsection (b) above as a result of commercial motivation; that is, programming shall not be deemed to be unsatisfactory, unsuitable or contrary to the public interest based on performance, ratings, or the availability of alternative programming which Station believes to be more profitable or more attractive.
(d) Each Station covenants, represents and warrants to NBC that in any Broadcast Year during the term of this Agreement, such Station shall preempt no more than five (5) hours in the aggregate (the "PRIME TIME PREEMPTION AMOUNT") of NBC Programs during the Programmed Time Periods for any reason other than for News Events. Each Station hereby confirms that its rights and obligations under this Section 3(d) are consistent with the provisions of Section 3(a) above.
(e) Each Station agrees to accept and clear on the dates and at the times scheduled by NBC all NBC Sports Programming offered by NBC outside the Programmed Time Periods except Station shall have no obligation to accept and clear NBC Sports Programming to the extent such programming directly conflicts with Station's coverage of local sports events and special events of particular local interest (collectively, "SPECIAL PROGRAMS"). Each Station agrees that its coverage of Special Programs outside the Programmed Time Periods in any Broadcast Year shall not exceed more than five (5) hours in the aggregate (the "SPORTS PREEMPTION AMOUNT").
(f) In the event a Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the omitted NBC Program to any other distribution outlet for distribution in Station’s 's community of license.
(dg) In the event a Station fails to pay to NBC any amounts required to be paid by it pursuant to this Section 3, and such failure remains uncured after 30 days’ ' written notice from NBC, then in addition to all other remedies available to it, NBC shall have the option, exercisable in its sole discretion upon 30 days’ ' notice to the breaching Station to (i) terminate that Station’s 's right to broadcast any one or more series or other NBC Programs, and to the extent and for the periods that NBC so elects, license the broadcast rights to such series or other NBC Program(s) to any other distribution outlet for distribution in that Station’s 's community of license or (ii) terminate this Agreement with respect to Station...
(h) Notwithstanding the foregoing provisions of this Section 3, in the event that a Station preempts or fails to clear or broadcast on the dates and at the times scheduled by NBC (in the absence of an agreement regarding a schedule change pursuant to Section 2(b)) the same prime time NBC Program for four consecutive scheduled broadcasts of the NBC Program, for any reason other than for the News Events, then (x) the preemptions shall constitute such Station's permanent non-clearance of the NBC Program for the duration of the Broadcast Year, (y) each preemption or failure to clear the NBC Program shall count toward such Station's Prime Time Preemption Amount and (z) NBC shall be entitled to the payments contemplated by Section 3(b) above for each scheduled broadcast of the NBC Program for the duration of the Broadcast Year.
Appears in 1 contract
Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(b).
(b) In the event Station preempts or otherwise that Station, for any reason, fails to broadcast or advises NBC that it will not broadcast any NBC Programming programming as provided herein, then, in each case, Station, upon notice from NBC to Station, shall broadcast such omitted programming and the commercial announcements contained therein (includingor any replacement programming and the commercial announcements contained therein) during a time period or periods which the parties shall promptly and mutually agree upon and which shall, without limitationto the extent possible, NBC Sports Programming) on the dates be of a quality and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant rating value comparable to either a legitimate exercise of Section 73.658(e) that of the Commission’s Rules time period or an periods at which such omitted programming was not broadcast as provided herein. In the event of force majeure that the parties do not promptly agree upon a time period or periods as provided in Section 11 of this agreementthe preceding sentence, then, without limiting limitation to any other rights or remedies of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s loss of gross advertising revenues attributable to Station’s failure to broadcast such program in Station’s market. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (i) in the case of a preemption of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM Sunday), Station has not preempted more than six (6) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) in the case of a preemption of NBC Sports Programming, Station has not preempted more than six (6) hours of NBC Sports Programming (“Sports Basket”) during each calendar year within the term of this agreement.
(c) In the event Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the applicable omitted NBC Program programming (or replacement programming) to any other distribution outlet for distribution another television station located in Station’s 's community of license.
(db) In For the event a Station fails purposes of this Agreement, an "Authorized Preemption" shall mean: any failure to pay broadcast due to NBC force majeure as provided for in Paragraph 12 below, any amounts required to be paid preemption permitted by it pursuant to this Section 3Paragraphs 3(b), 3(c) or 3(d) above, and such any preemption permitted by Paragraph 4(c) below. Any other preemption or failure remains uncured after 30 days’ written notice from NBC, then in addition to all other remedies available to it, NBC shall have the option, exercisable in its sole discretion upon 30 days’ notice to the breaching Station to (i) terminate that Station’s right to broadcast any one or more series or other NBC Programsprogramming shall be deemed an "Unauthorized Preemption" and, and to the extent and for the periods that NBC so elects, license the broadcast rights to such series or other NBC Program(s) to without limiting any other distribution outlet for distribution in that Station’s community rights of license or (ii) terminate NBC under this Agreement or otherwise, upon NBC's request, Station shall pay NBC, or NBC may deduct or offset from any amounts payable to Station hereunder or under any other agreement between Station and NBC (or an entity controlling, controlled by or under common control with respect NBC), an amount equivalent to Station..NBC's loss in net advertising revenues attributable
Appears in 1 contract
Preemptions. (a) Each Station acknowledges In the event that Station, for any reason, fails to broadcast or advises NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does will not presently foresee broadcast any need NBC programming as provided herein, then, in each case, Station, upon notice from NBC to substitute Station, shall broadcast such omitted programming of and the commercial announcements contained therein (or any kind for NBC Programming, except as set forth in Section 3(b).replacement programming and the commercial announcements
(b) In the event that Station preempts or otherwise fails to clear or broadcast any NBC Programming programming as provided herein for any reason other than: (includingi) the coverage of breaking news (including live coverage of news events), without limitation(ii) as permitted by Paragraphs 3(b) or 3(c) above (subject to Paragraph 3(d)), NBC Sports Programming(iii) on the dates and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant to either a legitimate exercise of Section 73.658(e) of the Commission’s Rules or an event of force majeure as provided for in Section 11 Paragraph 12 below, or (iv) because: (A) the programming is delivered in a form which does not meet accepted standards of this agreementgood engineering practice; (B) the programming does not comply with the rules and regulations of the FCC; or (C) Station reasonably believes that such programming would not meet prevailing contemporary standards of good taste in its community of license, then, without limiting any other rights or remedies of NBC under this Agreement or otherwise, upon NBC's request, Station shall pay NBC, or NBC may deduct or offset from any amounts payable to Station hereunder or under any other agreement between Station and NBC (or an entity controlling, controlled by or under common control with NBC), an amount equivalent to NBC’s 's loss of gross in net advertising revenues attributable to Station’s the failure of Station to broadcast such program in Station’s market's market as scheduled by NBC, which amount shall be calculated in accordance with Exhibit A hereto. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (i) in the case Without limiting or affecting any other determination of a preemption of NBC Prime Time Programming (i.e.material breach hereunder, Network Programming airing from 8:00 PM any failure by Station to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM Sunday), Station has not preempted more than six (6pay any amount due under this Paragraph 4(b) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) in the case of shall be deemed a preemption of NBC Sports Programming, Station has not preempted more than six (6) hours of NBC Sports Programming (“Sports Basket”) during each calendar year within the term material breach of this agreement.
(c) Agreement. In the event Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do soStation's material breach of this Agreement, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the omitted NBC Program to without limiting any other distribution outlet for distribution in Station’s community of license.
(d) In the event a Station fails to pay to NBC's rights of NBC any amounts required to be paid by it pursuant to under this Section 3, and such failure remains uncured after 30 days’ written notice from NBC, then in addition to all other remedies available to itAgreement or otherwise, NBC shall have the option, exercisable in its sole discretion upon 30 thirty (30) days’ ' written notice to the breaching Station Station, to either (ix) terminate that Station’s 's right to broadcast any one or more series or other NBC Programsprograms, and as NBC shall elect, and, to the extent and for the periods period(s) that NBC so elects, thereafter license the broadcast rights to such series or other NBC Program(sprogram(s) to any other distribution outlet for distribution television station or stations located in that Station’s 's community of license or (y) unless the breach is cured within such thirty (30) day period, terminate this Agreement. Station acknowledges that NBC programming previously broadcast by Station has been consistent with the standards set forth in the foregoing clause (C); Station also agrees that Station's reasonable belief that an NBC program does not meet such standards will be based on a substantial difference in such program's style and content from
(c) With respect to programs offered or already contracted for pursuant to this Agreement, nothing herein contained shall be construed to prevent or hinder Station from: (i) rejecting or refusing any NBC program which Station reasonably believes to be unsatisfactory or unsuitable or contrary to the public interest, or (ii) terminate this Agreement with respect to substituting a program which, in Station..'s opinion, is of greater local or national importance; provided, however, that Station shall give NBC written notice of each such rejection, refusal or substitution, and the reason therefor, at least three (3) weeks in advance of the scheduled broadcast, or as soon thereafter as possible (including an explanation of the cause for any lesser notice). Station confirms that its determination that a substitute program is of greater local or national importance shall be based on Station's reasonable good faith judgment.
Appears in 1 contract
Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s 's and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(bunder those circumstances requiring live coverage of local news events, including follow-up coverage which airs within 48 hours of the original newsworthy event ("NEWS EVENTS").
(b) In Except as set forth in the immediately following sentence, in the event Station preempts or otherwise fails to broadcast any NBC Programming (including, without limitation, NBC Sports Programming) on the dates and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant to either a legitimate exercise of Section 73.658(e) of the Commission’s Rules or an event of force majeure as provided in Section 11 of this agreement, then, then without limiting any other rights or remedies of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s 's loss of gross advertising revenues attributable to Station’s 's failure to broadcast such program in Station’s 's market, calculated in accordance with Exhibit B hereto. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (x) such failure to broadcast NBC Programming is a direct result of (i) in Station's live coverage of News Events (excluding the case addition of scheduled local news programs as a preemption part of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM SundayStation's continuing program schedule), Station has not preempted more than six (6) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) an event of force majeure as provided in Section 11 hereof; (iii) a scheduling change to which NBC has granted its prior written consent pursuant to Section 2(a) hereof; or (iv) Station's right to preempt NBC Programming pursuant to Sections 3(d) and 3(e) below; or (y) if Station reasonably believes that such programming is unsatisfactory, unsuitable, or otherwise contrary to the case public interest.
(c) Station's determination under clause (y) of subsection (b) above shall be based upon a preemption substantial difference between the relevant program's style and content and the style and content of other NBC Sports ProgrammingPrograms previously broadcast by Station. In addition, Station has shall not preempted preempt or otherwise fail to broadcast any NBC Programming under clause (y) of subsection (b) above as a result of commercial motivation; that is, programming shall not be deemed to be unsatisfactory, unsuitable or contrary to the public interest based on performance, ratings, or the availability of alternative programming which Station believes to be more than six profitable or more attractive.
(6d) hours of Station covenants, represents and warrants to NBC Sports Programming (“Sports Basket”) that in any Broadcast Year during each calendar year within the term of this agreementAgreement, Station shall preempt no more than five (5) hours in the aggregate (the "PRIME TIME PREEMPTION AMOUNT") of NBC Programs during the Programmed Time Periods for any reason other than for News Events. Station hereby confirms that its rights and obligations under this Section 3(d) are consistent with the provisions of Section 3(a) above.
(ce) Station agrees to accept and clear on the dates and at the times scheduled by NBC all NBC Sports Programming offered by NBC outside the Programmed Time Periods except Station shall have no obligation to accept and clear NBC Sports Programming to the extent such programming directly conflicts with Station's coverage of local sports events and special events of particular local interest (collectively, "SPECIAL PROGRAMS"). Station agrees that its coverage of Special Programs outside the Programmed Time Periods in any Broadcast Year shall not exceed more than five (5) hours in the aggregate (the "SPORTS PREEMPTION AMOUNT").
(f) In the event Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the omitted NBC Program to any other distribution outlet for distribution in Station’s community of license's DMA.
(dg) In the event a Station fails to pay to NBC any amounts required to be paid by it pursuant to this Section 3, and such failure remains uncured after 30 days’ ' written notice from NBC, then in addition to all other remedies available to it, NBC shall have the option, exercisable in its sole discretion upon 30 days’ ' notice to the breaching Station to (i) terminate that Station’s 's right to broadcast any one or more series or other NBC Programs, and to the extent and for the periods that NBC so elects, license the broadcast rights to such series or other NBC Program(s) to any other distribution outlet for distribution in that Station’s community of license 's DMA or (ii) terminate this Agreement with respect Agreement.
(h) Notwithstanding the foregoing provisions of this Section 3, in the event that Station preempts or fails to clear or broadcast on the dates and at the times scheduled by NBC (in the absence of an agreement regarding a schedule change pursuant to Section 2(b)) the same prime time NBC Program for four consecutive scheduled broadcasts of the NBC Program, for any reason other than for the News Events, then (x) the preemptions shall constitute Station..'s permanent non-clearance of the NBC Program for the duration of the Broadcast Year, (y) each preemption or failure to clear the NBC Program shall count toward Station's Prime Time Preemption Amount and (z) NBC shall be entitled to the payments contemplated by Section 3(b) above for each scheduled broadcast of the NBC Program for the duration of the Broadcast Year.
Appears in 1 contract
Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(b).
(b) In the event Station preempts or otherwise that Station, for any reason, fails to broadcast or advises NBC that it will not broadcast any NBC Programming programming as provided herein, then, in each case, Station, upon notice from NBC to Station, shall broadcast such omitted programming and the commercial announcements contained therein (includingor any replacement programming and the commercial announcements contained therein) during a time period or periods which the parties shall promptly and mutually agree upon and which shall, without limitationto the extent possible, NBC Sports Programming) on the dates be of a quality and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant rating value comparable to either a legitimate exercise of Section 73.658(e) that of the Commission’s Rules time period or an periods at which such omitted programming was not broadcast as provided herein. In the event of force majeure that the parties do not promptly agree upon a time period or periods as provided in Section 11 of this agreementthe preceding sentence, then, without limiting limitation to any other rights or remedies of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s loss of gross advertising revenues attributable to Station’s failure to broadcast such program in Station’s market. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (i) in the case of a preemption of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM Sunday), Station has not preempted more than six (6) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) in the case of a preemption of NBC Sports Programming, Station has not preempted more than six (6) hours of NBC Sports Programming (“Sports Basket”) during each calendar year within the term of this agreement.
(c) In the event Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the applicable omitted NBC Program programming (or replacement programming) to any other distribution outlet for distribution another television station located in Station’s 's community of license.
(db) In the event a that Station preempts or fails to clear or broadcast any NBC programming as provided herein for any reason other than: (i) the live coverage of local news events, (ii) as permitted by Paragraphs 3(b), 3(c) or 3(d) above, (iii) force majeure as provided for in Paragraph 11 below, or (iv) because: (A) the programming is delivered in a form which does not meet accepted standards of good engineering practice; (B) the programming does not comply with the rules and regulations of the FCC; or (C) Station reasonably believes that such programming would not meet prevailing contemporary standards of good taste in its community of license, then, without limiting any other rights of NBC under this Agreement or otherwise, upon NBC's request, Station shall pay to NBC, or NBC may deduct or offset from any amounts required payable to be paid by it Station hereunder or under any other agreement
(c) With respect to programs offered or already contracted for pursuant to this Section 3Agreement, and such failure remains uncured after 30 days’ written notice from NBC, then in addition nothing herein contained shall be construed to all other remedies available to it, NBC shall have the option, exercisable in its sole discretion upon 30 days’ notice to the breaching Station to prevent or hinder Licensee from: (i) terminate that Station’s right rejecting or refusing any NBC program which Station reasonably believes to broadcast any one be unsatisfactory or more series unsuitable or other NBC Programs, and contrary to the extent and for the periods that NBC so electspublic interest, license the broadcast rights to such series or other NBC Program(s) to any other distribution outlet for distribution in that Station’s community of license or (ii) terminate this Agreement with respect to substituting a program which, in Station..'s opinion, is of greater local or national importance; provided, however, that Station shall give NBC written notice of each such rejection, refusal or substitution, and the reason therefor, at least three (3) weeks in advance of the scheduled broadcast, or as soon thereafter as possible (including an explanation of the cause for any lesser notice). Station confirms that its determination that a substitute program is of greater local or national importance shall be based on Station's reasonable good faith judgment.
Appears in 1 contract
Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(b).
(b) In the event Station preempts or otherwise that Station, for any reason, fails to broadcast or advises NBC that it will not broadcast any NBC Programming programming as provided herein, then, in each case, Station, upon notice from NBC to Station, shall broadcast such omitted programming and the commercial announcements contained therein (includingor any replacement programming and the commercial announcements contained therein) during a time period or periods which the parties shall promptly and mutually agree upon and which shall, without limitationto the extent possible, NBC Sports Programming) on the dates be of a quality and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant rating value comparable to either a legitimate exercise of Section 73.658(e) that of the Commission’s Rules time period or an periods at which such omitted programming was not broadcast as provided herein. In the event of force majeure that the parties do not promptly agree upon a time period or periods as provided in Section 11 of this agreementthe preceding sentence, then, without limiting limitation to any other rights or remedies of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s loss of gross advertising revenues attributable to Station’s failure to broadcast such program in Station’s market. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (i) in the case of a preemption of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM Sunday), Station has not preempted more than six (6) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) in the case of a preemption of NBC Sports Programming, Station has not preempted more than six (6) hours of NBC Sports Programming (“Sports Basket”) during each calendar year within the term of this agreement.
(c) In the event Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the applicable omitted NBC Program programming (or replacement programming) to any other distribution outlet for distribution another television station located in Station’s 's community of license.
(db) In the event a that Station preempts or fails to clear or broadcast any NBC programming as provided herein for any reason other than: (i) the live coverage of local news events, (ii) as permitted by Paragraphs 3(b), 3(c) or 3(d) above, (iii) force majeure as provided for in Paragraph 12 below, or (iv) because: (A) the programming is delivered in a form which does not meet accepted standards of good engineering practice; (B) the programming does not comply with the rules and regulations of the FCC; or (C) Station reasonably believes that such programming would not meet prevailing contemporary standards of good taste in its community of license, then, without limiting any other rights of NBC under this Agreement or otherwise, upon NBC's request, Station shall pay to NBC, or NBC may deduct or offset from any amounts required payable to be paid Station hereunder or under any other agreement between Station and NBC (or an entity controlling, controlled by it pursuant or under common control with NBC), an amount equivalent to this Section 3, and NBC's loss in net advertising revenues attributable to the failure of Station to broadcast such failure remains uncured after 30 days’ written notice from program in Station's market as scheduled by NBC, then which amount shall be calculated in addition accordance with Exhibit A hereto. Without limiting or affecting any other determination of a material breach hereunder, any failure by Station to all pay any amount due under this Paragraph 4(b) shall be deemed a material breach of this Agreement. In the event of Station's material breach of this Agreement, without limiting any other remedies available to itof NBC's rights of NBC under this Agreement or otherwise, NBC shall have the option, exercisable in its sole discretion upon 30 thirty (30) days’ ' written notice to the breaching Station Station, to either (ix) terminate that Station’s 's right to broadcast any one or more series or other NBC Programsprograms, and as NBC shall elect, and, to the extent and for the periods period(s) that NBC so elects, thereafter license the broadcast rights to such series or other NBC Program(sprogram(s) to any other distribution outlet for distribution television station or stations located in that Station’s 's community of license or (y) unless the breach is cured within such thirty (30) day period, terminate this Agreement. Station acknowledges that NBC programming previously broadcast by Station has been consistent with the standards set forth in the foregoing clause (C); Station also agrees that Station's reasonable belief that an NBC program does not meet such standards will be based on a substantial difference in such program's style and content from NBC programs previously broadcast by Station, unless the relevant standards in the Station's community of license have changed.
(c) With respect to programs offered or already contracted for pursuant to this Agreement, nothing herein contained shall be construed to prevent or hinder Station from: (i) rejecting or refusing any NBC program which Station reasonably believes to be unsatisfactory or unsuitable or contrary to the public interest, or (ii) terminate this Agreement with respect to substituting a program which, in Station..'s opinion, is of greater local or national importance; provided, however, that Station shall give NBC written notice of each such rejection, refusal or substitution, and the reason therefor, at least three (3) weeks in advance of the scheduled broadcast, or as soon thereafter as possible (including an explanation of the cause for any lesser notice). Station confirms that its determination that a substitute program is of greater local or national importance shall be based on Station's reasonable good faith judgment.
Appears in 1 contract
Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(b).
(b) In the event Station preempts or otherwise that Station, for any reason, fails to broadcast or advises NBC that it will not broadcast any NBC Programming programming as provided herein, then, in each case, Station, upon notice from NBC to Station, shall discuss in good faith with NBC broadcasting such omitted programming and the commercial announcements contained therein (includingor any replacement programming and the commercial announcements contained therein) during another time period or periods and which shall, without limitationto the extent possible, NBC Sports Programming) on the dates be of a quality and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant rating value comparable to either a legitimate exercise of Section 73.658(e) that of the Commission’s Rules time period or an periods at which such omitted programming was not broadcast as provided herein. In the event of force majeure that the parties do not promptly agree upon a time period or periods as provided in Section 11 of this agreementthe preceding sentence, then, without limiting limitation to any other rights or remedies of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s loss of gross advertising revenues attributable to Station’s failure to broadcast such program in Station’s market. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (i) in the case of a preemption of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM Sunday), Station has not preempted more than six (6) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) in the case of a preemption of NBC Sports Programming, Station has not preempted more than six (6) hours of NBC Sports Programming (“Sports Basket”) during each calendar year within the term of this agreement.
(c) In the event Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the applicable omitted NBC Program programming (or replacement programming) to any other distribution outlet for distribution another television station located in Station’s 's community of license.
(db) In the event a that Station preempts or fails to clear or broadcast any NBC Prime Time programming as provided herein for any reason other than: (i) the live coverage of news events, (ii) as permitted by Paragraphs 3(b) and 3(d) above, (iii) force majeure as provided for in Paragraph 12 below, or (iv) because: (A) the programming is delivered in a form which does not meet accepted standards of good engineering practice; (B) the programming does not comply with the rules and regulations of the FCC; or (C) Station reasonably believes that such programming would not meet prevailing contemporary standards of good taste in its community of license, then, upon NBC's request, Station shall pay to NBC, or NBC may deduct or offset from any amounts required payable to be paid Station hereunder or under any other agreement between Station and NBC (or an entity controlling, controlled by it or under common control with NBC), an amount equal to the applicable per program payments that would have been payable by NBC to Station pursuant to Paragraph 5 hereof and any additional consideration that would have been payable pursuant to Paragraph 6 hereof if Station had cleared such NBC Prime Time programming in its Live Time Period; provided that Station shall not be deemed to have made a preemption of NBC Prime Time programming in violation of Paragraph 3(b) hereof unless Station has preempted an additional five (5) hours of NBC programs during the Prime Time Programmed Time Period in excess of the Prime Time Preemption Amount permitted thereunder. Notwithstanding the foregoing provisions of this Section 3Paragraph 4(b), nothing contained in this Paragraph 4(b) shall limit or modify NBC's rights to withhold compensation pursuant to Paragraph 5 hereof or, if applicable, the additional consideration referred to in Paragraph 6 hereof for any preemption of NBC programming. Such withholding shall be NBC's sole remedy for a preemption of NBC programming other than a preemption of NBC Prime Time programming, the sole remedy for which is set forth above. Any failure by Station to pay any amount due under this Paragraph 4(b), unless such amount is contested in good faith by Station, shall be deemed a material breach of this Agreement, and such failure remains uncured after 30 days’ written notice from NBC, then in addition to all other remedies available to it, NBC shall have the option, exercisable in its sole discretion upon 30 thirty (30) days’ ' written notice to the breaching Station Station, to either (ix) terminate that Station’s 's right to broadcast any one or more series or other NBC Programsprograms, and as NBC shall elect, and, to the extent and for the periods period(s) that NBC so elects, thereafter license the broadcast rights to such series or other NBC Program(sprogram(s) to any other distribution outlet for distribution television station or stations located in that Station’s 's community of license or (iiy) terminate this Agreement Agreement, unless the breach is cured within such thirty (30) day period. Station acknowledges that network programming previously broadcast by Station has been consistent with the standards set forth in the foregoing clause (C); Station also agrees that Station's reasonable belief that an NBC program does not meet such standards will be based on a substantial difference in such program's style and content from network programs previously broadcast by Station, unless the relevant standards in the Station's community of license have changed.
(c) With respect to programs offered or already contracted for pursuant to this Agreement, nothing herein contained shall be construed to prevent or hinder Licensee from: (i) rejecting or refusing any NBC program which Station reasonably believes to be unsatisfactory or unsuitable or contrary to the public interest, or (ii) substituting a program which, in Station..'s opinion, is of greater local or national importance; provided, however, that Station shall give NBC written notice of each such rejection, refusal or substitution, and a brief statement of the reason therefor, at least three (3) weeks in advance of the scheduled broadcast, or as soon thereafter as possible (including an explanation of the cause for any lesser notice). Station confirms that its determination that a substitute program is of greater local or national importance shall be based on Station's reasonable good faith judgment.
Appears in 1 contract
Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s 's and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(bunder those circumstances requiring live coverage of local news events, including follow-up coverage which airs within 48 hours of the original newsworthy event ("NEWS EVENTS").
(b) In Except as set forth in the immediately following sentence, in the event a Station preempts or otherwise fails to broadcast any NBC Programming (including, without limitation, NBC Sports Programming) on the dates and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant to either a legitimate exercise of Section 73.658(e) of the Commission’s Rules or an event of force majeure as provided in Section 11 of this agreement, then, then without limiting any other rights or remedies of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s 's loss of gross advertising revenues attributable to Station’s 's failure to broadcast such program in Station’s 's market, calculated in accordance with Exhibit B hereto. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (x) such failure to broadcast NBC Programming is a direct result of (i) in Station's live coverage of News Events (excluding the case addition of scheduled local news programs as a preemption part of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM SundayStation's continuing program schedule), Station has not preempted more than six (6) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) an event of force majeure as provided in Section 11 hereof, (iii) a scheduling change to which NBC has granted its prior written consent pursuant to Section 2(a) hereof, or (iv) Station's right to preempt NBC Programming pursuant to Sections 3(d) and 3(e) below; or (y) if Station reasonably believes that such programming is unsatisfactory, unsuitable, or otherwise contrary to the case of a preemption of NBC Sports Programming, Station has not preempted more than six (6) hours of NBC Sports Programming (“Sports Basket”) during each calendar year within the term of this agreementpublic interest.
(c) A Station's determination under clause (y) of subsection (b) above shall be based upon a substantial difference between the relevant program's style and content and the style and content of other NBC Programs previously broadcast by Station. In addition, no Station shall preempt or otherwise fail to broadcast any NBC Programming under clause (y) of subsection (b) above as a result of commercial motivation; that is, programming shall not be deemed to be unsatisfactory, unsuitable or contrary to the public interest based on performance, ratings, or the availability of alternative programming which Station believes to be more profitable or more attractive.
(d) Each Station covenants, represents and warrants to NBC that in any Broadcast Year during the term of this Agreement, such Station shall preempt no more than five (5) hours in the aggregate (the "PRIME TIME PREEMPTION AMOUNT") of NBC Programs during the Programmed Time Periods for any reason other than for News Events. Each Station hereby confirms that its rights and obligations under this Section 4(d) are consistent with the provisions of Section 4(a) above.
(e) Each Station agrees to accept and clear on the dates and at the times scheduled by NBC all NBC Sports Programming offered by NBC outside the Programmed Time Periods except Station shall have no obligation to accept and clear NBC Sports Programming to the extent such programming directly conflicts with Station's coverage of local sports events and special events of particular local interest (collectively, "SPECIAL PROGRAMS"). Each Station agrees that its coverage of Special Programs outside the Programmed Time Periods in any Broadcast Year shall not exceed more than five (5) hours in the aggregate (the "SPORTS PREEMPTION AMOUNT").
(f) In the event a Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the omitted NBC Program to any other distribution outlet for distribution in Station’s 's DMA (in the case of KNTV(TV)) or Station's community of licenselicense (in the case of the other Stations).
(dg) In the event a Station fails to pay to NBC any amounts required to be paid by it pursuant to this Section 3, and such failure remains uncured after 30 days’ ' written notice from NBC, then in addition to all other remedies available to it, NBC shall have the option, exercisable in its sole discretion upon 30 days’ ' notice to the breaching Station to (i) terminate that Station’s 's right to broadcast any one or more series or other NBC Programs, and to the extent and for the periods that NBC so elects, license the broadcast rights to such series or other NBC Program(s) to any other distribution outlet for distribution in that Station’s 's DMA (in the case of KNTV(TV)) or Station's community of license (in the case of the other Stations) or (ii) terminate this Agreement with respect to Station...
(h) Notwithstanding the foregoing provisions of this Section 3, in the event that a Station preempts or fails to clear or broadcast on the dates and at the times scheduled by NBC (in the absence of an agreement regarding a schedule change pursuant to Section 2(b)) the same prime time NBC Program for four consecutive scheduled broadcasts of the NBC Program, for any reason other than for the News Events, then (x) the preemptions shall constitute such Station's permanent non-clearance of the NBC Program for the duration of the Broadcast Year, (y) each preemption or failure to clear the NBC Program shall count toward such Station's Prime Time Preemption Amount and (z) NBC shall be entitled to the payments contemplated by Section 3(b) above for each scheduled broadcast of the NBC Program for the duration of the Broadcast Year.
Appears in 1 contract
Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(b)under those circumstances requiring live coverage of breaking local news events.
(b) In Except as set forth in the immediately following sentence, in the event Station preempts or otherwise fails to broadcast any NBC Programming (including, without limitation, NBC Sports Programming) on the dates and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant to either a legitimate exercise of Section 73.658(e) of the Commission’s Rules or an event of force majeure as provided in Section 11 of this agreement, then, then without limiting any other rights or remedies of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s loss of gross advertising revenues attributable to Station’s failure to broadcast such program in Station’s market. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (w) such failure to broadcast NBC Programming is a direct result of (i) Station’s live coverage of breaking local or national news events (excluding the addition of scheduled local news programs as a part of Station’s continuing program schedule) or (ii) an event of force majeure as provided in Section 11 of this agreement; (x) if Station reasonably believes that such programming is unsatisfactory, unsuitable, or otherwise contrary to the public interest; (y) in the case of a preemption of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM Sunday)Programming, Station has not preempted more than six (6) 20 hours of NBC Prime Time Programming during such Broadcast Year; or (“Prime Time Basket”) and in addition (iiz) in the case of a preemption of NBC Sports Programming, Station has not preempted more than six (6) 20 hours of NBC Sports Programming during such Broadcast Year (the “Sports Basket”) during each calendar year within the term of this agreement).
(c) Station’s determination under clause (x) of subsection (b) above shall be based upon a substantial difference between the relevant program’s style and content and the style and content of other NBC Programs previously broadcast by Station. In addition, no Station shall preempt or otherwise fail to broadcast any NBC Programming under clause (x) of subsection (b) above as a result of commercial motivation; that is, programming shall not be deemed to be unsatisfactory, unsuitable or contrary to the public interest based on performance, ratings, or the availability of alternative programming which Station believes to be more profitable or more attractive.
(d) In the event Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the omitted NBC Program to any other distribution outlet for distribution in Station’s community of license.
(de) In the event a Station fails to pay to NBC any amounts required to be paid by it pursuant to this Section 3, and such failure remains uncured after 30 90 days’ written notice from NBC, then in addition to all other remedies available to it, NBC shall have the option, exercisable in its sole discretion upon 30 90 days’ notice to the breaching Station to (i) terminate that Station’s right to broadcast any one or more series or other NBC Programs, and to the extent and for the periods that NBC so elects, license the broadcast rights to such series or other NBC Program(s) to any other distribution outlet for distribution in that Station’s community of license or (ii) terminate this Agreement with respect to Station...
(f) Notwithstanding the foregoing, (i) immediately upon the expiration of Station’s agreement to broadcast “Live with Regis and ▇▇▇▇▇” at 9:00 a.m., Monday-Friday, Station shall broadcast the third hour of “Today” at such time, (ii) for so long as Station broadcasts locally-produced programming on Saturday mornings, Station shall broadcast 2.5 hours of NBC Network programming on Saturday mornings and at such time as Station no longer broadcasts locally-produced programming on Saturday mornings, Station shall broadest 3 hours of NBC Network programming on Saturday mornings, (iii) Station shall broadcast at least one hour of NBC “All Night” programming each day from Monday-Saturday and shall use commercially reasonable efforts to broadcast two hours of such programming and (iv) Station shall have the right to broadcast NBC Network daytime programming from Noon-2:00 p.m. from Monday-Friday instead of in the regularly scheduled time periods.
Appears in 1 contract
Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(b).
(b) In the event Station preempts or otherwise that Station, for any reason, fails to broadcast or advises NBC that it will not broadcast any NBC Programming programming as provided herein, then, in each case, Station, upon notice from NBC to Station, shall broadcast such omitted programming and the commercial announcements contained therein (includingor any replacement programming and the commercial announcements contained therein) during a time period or periods which the parties shall promptly and mutually agree upon and which shall, without limitationto the extent possible, NBC Sports Programming) on the dates be of a quality and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant rating value comparable to either a legitimate exercise of Section 73.658(e) that of the Commission’s Rules time period or an periods at which such omitted programming was not broadcast as provided herein. In the event of force majeure that the parties do not promptly agree upon a time period or periods as provided in Section 11 of this agreementthe preceding sentence, then, without limiting limitation to any other rights or remedies of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s loss of gross advertising revenues attributable to Station’s failure to broadcast such program in Station’s market. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (i) in the case of a preemption of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM Sunday), Station has not preempted more than six (6) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) in the case of a preemption of NBC Sports Programming, Station has not preempted more than six (6) hours of NBC Sports Programming (“Sports Basket”) during each calendar year within the term of this agreement.
(c) In the event Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the applicable omitted NBC Program programming (or replacement programming) to any other distribution outlet for distribution another television station located in Station’s 's community of license.
(db) In For the event a purposes of this Agreement, an "Authorized Preemption" shall mean: any failure to broadcast due to force majeure as provided for in Paragraph 12 below, any preemption permitted by Paragraphs 3(b), 3(c) or 3(d) above, and any preemption permitted by Paragraph 4(c) below. Any other preemption or failure to broadcast any NBC programming shall be deemed an "Unauthorized Preemption" and, without limiting any other rights of NBC under this Agreement or otherwise, upon NBC's request, Station fails shall pay NBC, or NBC may deduct or offset from any amounts payable to Station hereunder or under any other agreement between Station and NBC (or an entity controlling, controlled by or under common control with NBC), an amount equivalent to NBC's loss in net advertising revenues attributable to the failure of Station to broadcast such program in Station's market as scheduled by NBC, which amount shall be calculated in accordance with Exhibit A hereto. Any failure by Station to pay to NBC any amounts required to amount due under this Paragraph 4(b) shall be paid by it pursuant to deemed a material breach of this Section 3Agreement, and such failure remains uncured after 30 days’ written notice from NBC, then in addition to all other remedies available to it, NBC shall have the option, exercisable in its sole discretion upon 30 days’ thirty (30) days written notice to the breaching Station Station, to either (i) terminate that Station’s 's right to broadcast any one or more series or other NBC Programsprograms, and as NBC shall elect, and, to the extent and for the periods period(s) that NBC so elects, thereafter license the broadcast rights to such series or other NBC Program(sprogram(s) to any other distribution outlet for distribution television station or stations located in that Station’s 's community of license or (ii) unless the breach is cured within such thirty (30) day period, terminate this Agreement with respect to Station..Agreement.
Appears in 1 contract
Preemptions. (a) Each Station acknowledges that NBC will make a substantial investment in network programming during the term of this Agreement in order to provide Station with network-quality news, public affairs, entertainment, sports, children’s and other programming. In view of such investment, and after considering the amount of broadcast time available to Station outside of the Programmed Time Periods, each Station further acknowledges and confirms that it does not presently foresee any need to substitute programming of any kind for NBC Programming, except as set forth in Section 3(b).
(b) In the event Station preempts or otherwise that Station, for any reason, fails to broadcast or advises NBC that it will not broadcast any NBC Programming programming as provided herein, then, in each case, Station, upon notice from NBC to Station, shall broadcast such omitted programming and the commercial announcements contained therein (includingor any replacement programming and the commercial announcements contained therein) during a time period or periods which the parties shall promptly and mutually agree upon and which shall, without limitationto the extent possible, NBC Sports Programming) on the dates be of a quality and at the times such Programming is scheduled by NBC (except schedule changes with NBC’s written consent) and such preemption or failure is not pursuant rating value comparable to either a legitimate exercise of Section 73.658(e) that of the Commission’s Rules time period or an periods at which such omitted programming was not broadcast as provided herein. In the event of force majeure that the parties do not promptly agree upon a time period or periods as provided in Section 11 of this agreementthe preceding sentence, then, without limiting limitation to any other rights or remedies of NBC under this Agreement or otherwise, Station shall pay to NBC an amount equivalent to NBC’s loss of gross advertising revenues attributable to Station’s failure to broadcast such program in Station’s market. Notwithstanding the foregoing, Station shall have no obligation to reimburse NBC for lost advertising revenues if (i) in the case of a preemption of NBC Prime Time Programming (i.e., Network Programming airing from 8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM Sunday), Station has not preempted more than six (6) hours of NBC Prime Time Programming (“Prime Time Basket”) and in addition (ii) in the case of a preemption of NBC Sports Programming, Station has not preempted more than six (6) hours of NBC Sports Programming (“Sports Basket”) during each calendar year within the term of this agreement.
(c) In the event Station preempts or otherwise fails to broadcast any NBC Programming or notifies NBC of its intention to do so, NBC may elect to offer Station an alternative time period for broadcast of the omitted NBC Program (including the commercial announcements contained therein, and any replacements thereof). If Station fails to agree to such alternative broadcast, then in addition to all other remedies available to it, NBC shall have the right to license the broadcast rights to the applicable omitted NBC Program programming (or replacement programming) to any other distribution outlet for distribution another television station located in Station’s 's community of license.
(db) In the event a that Station preempts or fails to clear or broadcast any NBC programming as provided herein for any reason other than: (i) the live coverage of local news events, (ii) as permitted by Paragraphs 3(b), 3(c) or 3(d) above, (iii) force majeure as provided for in Paragraph 11 below, or (v) because: (A) the programming is delivered in a form which does not meet accepted standards of good engineering practice; (B) the programming does not comply with the rules and regulations of the FCC; or (C) Station reasonably believes that such programming would not meet prevailing contemporary standards of good taste in its community of license, then, without limiting any other rights of NBC under this Agreement or otherwise, upon NBC's request, Station shall pay to NBC, or NBC may deduct or offset from any amounts required payable to Station under any other agreement between Station and NBC (or an entity controlling, controlled by or under common control with NBC), an amount equivalent to NBC's loss in net advertising revenues attributable to the failure of Station to broadcast such program in Station's market as scheduled by NBC, which amount shall be paid calculated in accordance with Exhibit A hereto. Without limiting or affecting any other determination of a material breach hereunder, any failure by it pursuant Station to pay any amount due under this Section 3Paragraph 4(b) shall be deemed a material breach of this Agreement, and such failure remains uncured after 30 days’ written notice from NBC, then in addition to all other remedies available to it, NBC shall have the option, exercisable in its sole discretion upon 30 thirty (30) days’ ' written notice to the breaching Station Station, to either (ix) terminate that Station’s 's right to broadcast any one or more series or other NBC Programsprograms, and as NBC shall elect, and, to the extent and for the periods period(s) that NBC so elects, thereafter license the broadcast rights to such series or other NBC Program(sprogram(s) to any other distribution outlet for distribution television station or stations located in that Station’s 's community of license or (y) unless the breach is cured within such thirty (30) day period, terminate this Agreement. Station acknowledges that NBC programming previously broadcast by Station has been consistent with the standards set forth in the foregoing clause (C); Station also agrees that Station's reasonable belief that an NBC program does not meet such standards will be based on a substantial difference in such program's style and content from NBC programs previously broadcast by Station, unless the relevant standards in the Station's community of license have changed.
(c) With respect to programs offered or already contracted for pursuant to this Agreement, nothing herein contained shall be construed to prevent or hinder Licensee from: (i) rejecting or refusing any NBC program which Station reasonably believes to be unsatisfactory or unsuitable or contrary to the public interest, or (ii) terminate this Agreement with respect to substituting a program which, in Station..'s opinion, is of greater local or national importance; provided, however, that Station shall give NBC written notice of each such rejection, refusal or substitution, and the reason therefor, at least three (3) weeks in advance of the scheduled broadcast, or as soon thereafter as possible (including an explanation of the cause for any lesser notice). Station confirms that its determination that a substitute program is of greater local or national importance shall be based on Station's reasonable good faith judgment.
Appears in 1 contract
Sources: Affiliation Agreement (Hearst Argyle Television Inc)