Production Services. (a) ▇▇▇ agrees to provide the production services as indicated on the IO (the “Production Services”) in accordance with the timelines specified on the IO, which timelines may be changed by mutual agreement of the parties. (b) BAM will be responsible for supplying itself or via third parties, all production personnel, equipment, supplies and facilities required for the production and delivery of the Production Services specified in the IO and for paying the costs to produce and deliver the deliverables therefor (the “BAM Deliverables”). (c) Purchaser will have the right to review the rough cut of each visual element included in the BAM Deliverables (“Visual Elements”) and the right to approve the final edited version of each Visual Element in accordance with the following review and approval rights: Purchaser shall receive rough cuts and final edited versions of all Visual Elements and shall have in each case five (5) business days to review and approve, or if it does not grant its approval, to provide BAM with its detailed reasons for its non-approval, as well as suggested reasonable changes that, if made, would make the materials in question acceptable. Failure of Purchaser to notify BAM of approval/disapproval within such five (5) business day period hereof will be deemed approval. Purchaser shall act reasonably and in good faith in exercising its review and approval rights. BAM shall not be responsible for any late delivery of the BAM Deliverables that is caused in whole or in part by any failure or delay on the part of Purchaser to exercise the review and approval rights by the required dates set out in the IO or to otherwise exercise the review and approval rights in accordance with this Section 5(c). (d) Subject to any restrictions communicated to Purchaser by BAM from time to time with respect to rights/talent clearances, Purchaser will have the right to exhibit the BAM Deliverables in Canada on Purchaser branded platforms until such date as specified on the IO. (e) BAM shall own all rights, including without limitation, copyright, in and to the BAM Deliverables and, without limitation, BAM shall have the right in perpetuity to exhibit the BAM Deliverables on any BAM platform(s).
Appears in 1 contract
Sources: Advertising Agreement
Production Services. (a) ▇▇▇ agrees to provide the production services as indicated on the IO (the “Production Services”) in accordance with the timelines specified on the IO, which timelines may be changed by mutual agreement of the parties.
(b) BAM will be responsible for supplying itself or via third parties, all production personnel, equipment, supplies and facilities required for the production and delivery of the Production Services specified in the IO and for paying the costs to produce and deliver the deliverables therefor (the “BAM Deliverables”).
(c) Purchaser will have the right to review the rough cut of each visual element included in the BAM Deliverables (“Visual Elements”) and the right to approve the final edited version of each Visual Element in accordance with the following review and approval rights: Purchaser shall receive rough cuts and final edited versions of all Visual Elements and shall have in each case five (5) business days to review and approve, or if it does not grant its approval, to provide BAM with its detailed reasons for its non-approvalnon-‐approval, as well as suggested reasonable changes that, if made, would make the materials in question acceptable. Failure of Purchaser to notify BAM of approval/disapproval within such five (5) business day period hereof will be deemed approval. Purchaser shall act reasonably and in good faith in exercising its review and approval rights. BAM shall not be responsible for any late delivery of the BAM Deliverables that is caused in whole or in part by any failure or delay on the part of Purchaser to exercise the review and approval rights by the required dates set out in the IO or to otherwise exercise the review and approval rights in accordance with this Section 5(c).
(d) Subject to any restrictions communicated to Purchaser by BAM from time to time with respect to rights/talent clearances, Purchaser will have the right to exhibit the BAM Deliverables in Canada on Purchaser branded platforms until such date as specified on the IO.
(e) BAM shall own all rights, including without limitation, copyright, in and to the BAM Deliverables and, without limitation, BAM shall have the right in perpetuity to exhibit the BAM Deliverables on any BAM platform(s).
Appears in 1 contract
Sources: Advertising Agreement
Production Services. Purchaser (directly or through subcontractors, if and only if the same have been approved by Seller), shall, at Seller's reasonable request, will provide to Seller and Seller shall purchase from Purchaser, goods and services required to fulfill Seller's obligations to ▇▇▇▇▇▇▇▇▇-▇▇▇▇ utilizing the ▇▇▇▇▇▇▇▇▇-▇▇▇▇ Inventory to the extent possible (the "Production Services"). Seller will subcontract with Purchaser for Purchaser to perform the Production Services as set forth in Seller's purchase orders to be let by Seller, at the pricing described in Exhibit O hereto. Purchaser shall use all commercially reasonable efforts to perform the Production Services in the manner and based upon the relative nature and quality of service as required by Seller's customer. Purchaser shall, for the performance of the Production Services, provide the following:
(a) Purchaser will make available: (i) for the use in performance of the Production Services, the production and storage capacities at the Real Property and, (ii) such of the Purchased Assets and the ▇▇▇▇▇▇▇▇▇-▇▇▇▇ agrees Inventory necessary to provide perform the production services as indicated on the IO (the “Production Services”) in accordance with the timelines specified on the IO, which timelines may be changed by mutual agreement of the parties.;
(b) BAM Purchaser will be responsible for supplying itself or via third partiesprovide transportation and shipping services to and from the Real Property, all production personnel, equipment, supplies to the extent historically performed by Seller's employees prior to the Closing and facilities required for the production and delivery of the Production Services specified in the IO and for paying the costs to produce and deliver the deliverables therefor (the “BAM Deliverables”).as otherwise reasonably requested by Seller;
(c) Purchaser will have use commercially reasonable efforts to meet the right to review the rough cut of each visual element included in the BAM Deliverables (“Visual Elements”) production and the right to approve the final edited version of each Visual Element in accordance with the following review and approval rights: Purchaser shall receive rough cuts and final edited versions of all Visual Elements and shall have in each case five (5) business days to review and approve, or if it does not grant its approval, to provide BAM with its detailed reasons for its non-approval, as well as suggested reasonable changes that, if made, would make the materials in question acceptable. Failure of Purchaser to notify BAM of approval/disapproval within such five (5) business day period hereof will be deemed approval. Purchaser shall act reasonably and in good faith in exercising its review and approval rights. BAM shall not be responsible for any late delivery of the BAM Deliverables that is caused in whole or in part by any failure or delay on the part of Purchaser to exercise the review and approval rights by the required other schedule dates set out forth in the IO or to otherwise exercise the review and approval rights in accordance with this Section 5(c).Seller's purchase orders;
(d) Subject Purchaser will review order status with Seller at least weekly, such review to any restrictions communicated cover, as a minimum, (i) the completion status of the Production Services under the purchase order schedule and (ii) the costs incurred under such purchase order and Purchaser's best estimate of costs to Purchaser by BAM from time be incurred to time with respect to rights/talent clearancescomplete such purchase order. If, during the performance of the Production Services, Purchaser will have has knowledge of an event which could result in a material variation from the right to exhibit schedule contained in any purchase order or an increase in the BAM Deliverables in Canada on estimated cost of completing a purchase order, Purchaser branded platforms until shall inform Seller of such date event as specified on the IO.soon as reasonably practicable, and discuss corrective measures with Seller as soon as reasonably possible;
(e) BAM shall own Purchaser will endeavor to perform all rightsProduction Services in compliance with all governmental laws or regulations and consistent with Seller's practices, including without limitation, copyright, policies and procedures in and effect immediately prior to the BAM Deliverables Closing; and, without limitation, BAM shall have
(f) Purchaser will endeavor that all Production Services will be performed in compliance with all applicable specifications and other requirements pursuant to the right in perpetuity to exhibit the BAM Deliverables on any BAM platform(s)applicable agreements with ▇▇▇▇▇▇▇▇▇-▇▇▇▇.
Appears in 1 contract
Sources: Purchase Agreement (Sequa Corp /De/)