PHYSICAL MATERIALS AND TAXES. [Delivery. At least __________ days prior to the Availability Date for each Included Program (or earlier if mutually agreed upon by the parties), Licensor shall, at Licensor’s election, make available to Licensee either a Digibeta tape, HDCam master, or an encoded mezzanine digital file (each Digibeta, HD Cam or digital file, a “Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined below) and available music cue sheets. All costs to create tape or file duplication copies and Advertising Materials shall be borne solely by Licensee at Licensor’s standard, universally applied rates up to a total cost of [$___] per Included Program; provided, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included for the benefit of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Return. Within thirty (30) days following the last day of the License Period with respect to each Included Program, or expiration or early termination (as permitted herein) of this Agreement, Licensee shall erase or degauss all such Copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)), except for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) ye...
PHYSICAL MATERIALS AND TAXES. 8.1 Prior to the Availability Date for each Included Program, Licensor shall make available to Licensee, in Licensor’s discretion, either one (1) digital file in Licensor’s predetermined specifications or a videotape (each, a “Copy”) of such Included Program (together with subtitle script files and Advertising Materials, as defined at Schedule A, Section 12.1, to the extent cleared and available), in the original language version in a form capable of encoding and/or wrapping in the Approved Format in effect as of such date. Costs of creating and providing digital Copies and digital Advertising Materials, including, without limitation, encoding, duplication, one-way shipping and forwarding charges and insurance, shall be borne by Licensor. In the event that Licensee requires any digital files that deviate from Licensor’s predetermined specifications or Licensor elects to provide a videotape Copy or physical Advertising Materials, Licensor will issue an access letter for the appropriate materials and Licensee will be responsible for any necessary encoding, transcoding, handling and delivery at Licensee’s sole expense. All costs of any subtitling and dubbing in the Licensed Languages, including, without limitation, direct out-of-pocket costs of duplication/encoding, shipping and forwarding charges and insurance, shall be borne by Licensee. Upon request from Licensee, the parties shall, in good faith, discuss alternative methods of encoding and delivery, including, without limitation, repurposing materials for video on demand delivery for DHE distribution, which methods may create cost savings; provided that Licensor shall be under no obligation to authorize any such alternative delivery methods. Encoding, transcoding, subtitling and dubbing shall take place at facilities approved by Licensor, and all encoding, transcoding, subtitling and dubbing quality is subject to Licensor’s approval (not to be unreasonably withheld or delayed). Licensee shall also be responsible for concatenating applicable Licensor logos and any associated costs thereof. In any event, the number of Copies and Advertising Materials delivered to Licensee in connection with an Included Program shall be in Licensor’s sole discretion.
PHYSICAL MATERIALS AND TAXES. 8.1 Within forty-five (45) days following (a) the last day of the last VOD License Period with respect to each VOD Included Program and (b) the DHE Avail Term with respect to each DHE Included Program, Licensee shall erase or degauss all such copies and, upon Licensor’s request, supply Licensor with a certification of erasure or degaussing of such.
PHYSICAL MATERIALS AND TAXES. 8.1 Licensor shall deliver or otherwise make available to Licensee, within thirty (30) days of execution of this Agreement,457846 either a videotape (“Tape Copy”) or an encoded digital file (“File Copy,” and together with Tape Copies, “Copies”), together with available Advertising Materials, as defined at Schedule A, Section 12.1, to the extent cleared and available. File Copies provided by Licensor will be based on Licensor ’s pre-determined specifications, and any costs related thereto shall be borne by Licensor. If Licensee requires File Copies which deviate from Licensor’s specifications or requires a Tape Copy for any Included Program, Licensor will issue an access letter for the appropriate materials, and Licensee will be responsible for any necessary encoding, transcoding, handling and delivery at Licensee’s sole expense. Encoding, transcoding, subtitling and dubbing shall take place at facilities approved by Licensor, and all encoding, transcoding, subtitling and dubbing quality is subject to Licensor’s approval. Licensee shall also be responsible for concatenating applicable Licensor logos and any associated costs thereof. In any event, the number of Copies and Advertising Materials delivered to Licensee in connection with an Included Program shall be in Licensor’s sole discretion.
PHYSICAL MATERIALS AND TAXES. 7.1 Licensor shall authorize TVN to deliver to Licensee, at Licensee’s expense, an encoded file (a “Copy”) for each Included Program. With respect to each Included Program, Licensor shall instruct TVN to deliver to Licensee the relevant Copy at least thirty (30) days prior to the Availability Date for such Included Program. In no event shall Licensor be deemed liable in any manner, directly or indirectly, for the failure of TVN to deliver Copies to Licensee at least thirty (30) days prior to the Availability Date for each Included Program or for the quality of any Copy delivered by TVN. Licensor shall make available, at its expense, to Licensee or its designee at Licensee’s expense, Advertising Materials (defined at Schedule A, Section 11.1) and music cue sheets. Licensee shall be solely responsible for all arrangements and costs associated with transport of Copies from TVN and other technical delivery services relating to the delivery of the Included Programs from TVN to Licensee’s Approved System and from Licensee to Subscribers. For clarity and without limiting the generality of the foregoing, the parties hereto agree and acknowledge that Licensee shall bear all costs relating to the delivery of Copies from TVN to Licensee. Licensor shall not directly charge Licensee for any additional costs or charges relating to the delivery of Copies from TVN to Licensee without consulting in advance with Licensee and mutually agreeing on such additional costs.
PHYSICAL MATERIALS AND TAXES. 8.1 Licensor shall deliver or otherwise make available to Licensee, within thirty (30) days of execution of this Agreement, either a videotape (“Tape Copy”) or an encoded digital file (“File Copy,” and together with Tape Copies, “Copies”), together with available Advertising Materials, as defined at Schedule A, Section 12.1, to the extent cleared and available. File Copies provided by Licensor will be based on Licensor’s pre-determined specifications, and any costs related thereto shall be borne by Licensor. If Licensee requires File Copies which deviate from Licensor’s specifications or requires a Tape Copy for any Included Program, Licensor will issue an access letter for the appropriate materials, and Licensee will be responsible for any necessary encoding, transcoding, handling and delivery at Licensee’s sole expense. Encoding, transcoding, subtitling and dubbing shall take place at facilities approved by Licensor, and all encoding, transcoding, subtitling and dubbing quality is subject to Licensor’s approval. Licensee shall also be responsible for concatenating applicable Licensor logos and any associated costs thereof. In any event, the number of Copies and Advertising Materials delivered to Licensee in connection with an Included Program shall be in Licensor’s sole discretion.
PHYSICAL MATERIALS AND TAXES. 8.1 Licensor shall deliver to Licensee at least 30 days prior to the Availability Date for each Licensed Film, at Licensor’s election, either a videotape or an encoded digital file (each videotape or digital file, a “Copy”), together with all available Advertising Materials (defined below) and music cue sheets. All costs (including, without limitation, duplication/encoding, shipping and forwarding charges) of creating and delivering Copies and Advertising Materials to Licensee shall be borne solely by Licensee at Licensor’s standard rates.
PHYSICAL MATERIALS AND TAXES. 9.1 Licensor shall make each (a) Included Program available in English to Licensee by means of a digital file (which, for 3D and High Definition Included Programs, will be a digital mezzanine file) or tape, in Licensor’s sole discretion; and (b) Standard Definition Current Films released theatrically in the United States or the Territory available in French by means of a digital file or tape (each tape or digital mezzanine file, a “Copy”). With respect to Copies that are digital files, such digital files shall be delivered based solely on Licensor's own pre-determined specifications. To the extent Licensee requires digital files that deviate from Licensor’s delivery specifications or requires tape masters, Licensor will, upon review of such requested specifications, issue an access letter for the appropriate materials, and Licensee will be responsible for all necessary encoding, transcoding, handling and delivery as well as the associated costs with such delivery. Any encoding and transcoding performed by Licensee shall be subject to Licensor’s quality approval. Any changes in the file format specifications, delivery specifications or metadata requirements shall be submitted in writing to Licensor and shall be subject to mutual agreement. Licensor shall in addition make available to Licensee advertising and promotional materials for the Included Programs to the extent available. Licensee is responsible for reformatting available audio/closed caption files, concatenating applicable Licensor logos for each Included Program, and the associated costs therewith. For each Current Film or Library Megahit that is delivered to Licensee in High Definition format, Licensor shall not be obligated to deliver a separate version in Standard Definition format with a resolution of less than 720. Licensee may conduct High Definition to Standard Definition downconversion, provided that Licensee does not alter the original aspect ratio on the High Definition source.
PHYSICAL MATERIALS AND TAXES. Subject to the Servicing Fee set forth below, Licensor will deliver, by each Included Program’s Availability Date, at its expense all Included Programs and Advertising Materials per the specifications set forth in the content partner guidebook (that has been provided to Licensor, and as may be updated from time-to-time by Licensee) (each, a “Copy”) and metadata associated with the Included Programs and Advertising Materials in accordance with the encoding instructions and other mutually-agreed specifications provided by Licensee. Licensor will deliver each Copy with 1080p masters with Dolby 5.1 audio for all content for which such masters are available, and for any content not produced in 1080p, the highest quality video and audio available in mutually-agreed specification(s)
PHYSICAL MATERIALS AND TAXES. 6.1 Licensor shall deliver or otherwise make available to Licensee, upon signature and execution of this Agreement, a digital file (“File Copy,”) together with metadata, posters or thumbnails, available Advertising, Press Release Materials and Trailers, to the extent cleared and available. File Copies provided by Licensor will be based on Licensee’s specifications, and any costs related thereto shall be borne by Licensor. Delivery of the File Copies to an FTP folder or similar, will be agreed with Licensee and will be at Licensor’s expense. Encoding, transcoding, and profiling will be for Licensee’s expense.
