Common use of Content Ratio Tests Clause in Contracts

Content Ratio Tests. Licensee shall not enter into any Sublicensing Arrangement or third party arrangement for a UIN Branded Experience that makes available to the applicable third party a number of hours of Licensed Content which constitute more than ***** of the total number of hours of Audiovisual Content made available under such Sublicensing Arrangement or third party arrangement for a UIN Branded Experience or a number of hours of Audiovisual Content produced or owned by Licensee which constitute less than ***** of the total number of hours of Audiovisual Content made available under such Sublicensing Arrangement or third party arrangement for a UIN Branded Experience; provided, that the content ratio requirement set forth in this Section 4.1(b)(iv) shall not apply to (i) Sublicensing Arrangements or third party arrangements for UIN Branded Experiences with bona fide nationally recognized non-MVPD distributors in the Territory (e.g., Netflix) relating to (A) the Broadcast of all, or substantially all, of the feed of one or more of the Networks, the TuTv Networks and/or the Televisa Channels or (B) the Broadcast of individual items of Audiovisual Content that were Broadcast on the applicable Network, TuTv Network or Televisa Channels within the immediately preceding thirty (30) days, or (ii) Expedited Sublicensing Arrangements. For the avoidance of doubt, any such Sublicensing Arrangements with bona fide nationally recognized non-MVPD distributors in the Territory or Expedited Sublicensing Arrangements shall be subject to Licensor’s reasonable approval under Section 4.2, and shall be subject to the other General Requirements.

Content Ratio Tests. Licensee shall not enter into any Sublicensing Arrangement or third party arrangement for a UIN TIN Branded Experience that makes available to the applicable third party a number of hours of Licensed Content which constitute more than ***** of the total number of hours of Audiovisual Content made available under such Sublicensing Arrangement or third party arrangement for a UIN TIN Branded Experience or a number of hours of Audiovisual Content produced or owned by Licensee which constitute less than ***** of the total number of hours of Audiovisual Content made available under such Sublicensing Arrangement or third party arrangement for a UIN TIN Branded Experience; provided, that the content ratio requirement set forth in this Section 4.1(b)(iv) shall not apply to (i) Sublicensing Arrangements or third party arrangements for UIN TIN Branded Experiences with bona fide nationally recognized non-MVPD distributors in the Territory (e.g., Netflix) relating to (A) the Broadcast of all, or substantially all, of the feed of one or more of the Networks, the TuTv Networks Univision Channels and/or the Televisa Channels or (B) the Broadcast of individual items of Audiovisual Content that were Broadcast on the applicable Network, TuTv Network Univision Channel or Televisa Channels Channel within the immediately preceding thirty (30) days, or (ii) Expedited Sublicensing Arrangements. For the avoidance of doubt, any such Sublicensing Arrangements with bona fide nationally recognized non-MVPD distributors in the Territory or Expedited Sublicensing Arrangements shall be subject to Licensor’s reasonable approval under Section 4.2, and shall be subject to the other General Requirements.

Content Ratio Tests. Licensee shall not enter into any Sublicensing Arrangement or third party arrangement for a UIN TIN Branded Experience that makes available to the applicable third party a number of hours of Licensed Content which constitute more than ***** of the total number of hours of Audiovisual Content made available under such Sublicensing Arrangement or third party arrangement for a UIN TIN Branded Experience or a number of hours of Audiovisual Content produced or owned by Licensee which constitute less than ***** of the total number of hours of Audiovisual Content made available under such Sublicensing Arrangement or third party arrangement for a UIN TIN Branded Experience; provided, that the content ratio requirement set forth in this Section 4.1(b)(iv) shall not apply to (i) Sublicensing Arrangements or third party arrangements for UIN TIN Branded Experiences with bona fide nationally recognized non-MVPD distributors in the Territory (e.g., Netflix) relating to (Ai) the Broadcast of all, or substantially all, of the feed of one or more of the Networks, the TuTv Networks Univision Channels and/or the Televisa Channels Channels; or (Bii) the Broadcast of individual items of Audiovisual Content that were Broadcast on the applicable Network, TuTv Network Univision Channel or Televisa Channels Channel within the immediately preceding thirty (30) days, or (ii) Expedited Sublicensing Arrangements. For the avoidance of doubt, any such Sublicensing Arrangements with bona fide nationally recognized non-MVPD distributors in the Territory or Expedited Sublicensing Arrangements shall be subject to Licensor’s reasonable approval under Section 4.2, and shall be subject to the other General Requirements.

Content Ratio Tests. Licensee shall not enter into any Sublicensing Arrangement or third party arrangement for a UIN TIN Branded Experience that makes available to the applicable third party a number of hours of Licensed Content which constitute more than ***** of the total number of hours of Audiovisual Content made available under such Sublicensing Arrangement or third party arrangement for a UIN TIN Branded Experience or a number of hours of Audiovisual Content produced or owned by Licensee which constitute less than ***** of the total number of hours of Audiovisual Content made available under such Sublicensing Arrangement or third party arrangement for a UIN TIN Branded Experience; provided, that the content ratio requirement set forth in this Section 4.1(b)(iv) shall not apply to (i) Sublicensing Arrangements or third party arrangements for UIN TIN Branded Experiences with bona fide nationally recognized non-MVPD distributors in the Territory (e.g., Netflix) relating to (Ai) the Broadcast of all, or substantially all, of the feed of one or more of the Networks, the TuTv Networks Univision Channels and/or the Televisa Channels Channels; or (Bii) the Broadcast of individual items of Audiovisual Content that were Broadcast on the applicable Network, TuTv Network Univision Channel or Televisa Channels Channel within the immediately preceding thirty (30) days, or (ii) Expedited Sublicensing Arrangements. For the avoidance of doubt, any such Sublicensing Arrangements with bona fide nationally recognized non-MVPD distributors in the Territory or Expedited Sublicensing Arrangements shall be subject to Licensor’s reasonable approval under Section 4.2, and shall be subject to the other General Requirements.

Content Ratio Tests. Licensee shall not enter into any Sublicensing Arrangement or third party arrangement for a UIN Branded Experience that makes available to the applicable third party a number of hours of Licensed Content which constitute more than ***** of the total number of hours of Audiovisual Content made available under such Sublicensing Arrangement or third party arrangement for a UIN Branded Experience or a number of hours of Audiovisual Content produced or owned by Licensee which constitute less than ***** of the total number of hours of Audiovisual Content made available under such Sublicensing Arrangement or third party arrangement for a UIN Branded Experience; provided, that the content ratio requirement set forth in this Section 4.1(b)(iv4.2(b)(i) shall not apply to (i) Sublicensing Arrangements or third party arrangements for UIN Branded Experiences with bona fide nationally recognized non-MVPD distributors in the Territory (e.g., Netflix) relating to (Ai) the Broadcast of all, or substantially all, of the feed of one or more of the Networks, the TuTv Networks and/or the Televisa Channels or (Bii) the Broadcast of individual items of Audiovisual Content that were Broadcast on the applicable Network, TuTv Network or Televisa Channels within the immediately preceding thirty (30) days, or (ii) Expedited Sublicensing Arrangements. For the avoidance of doubt, any such Sublicensing Arrangements with bona fide nationally recognized non-MVPD distributors in the Territory or Expedited Sublicensing Arrangements shall be subject to Licensor’s reasonable approval under this Section 4.2, and shall be subject to the other General Requirements.