DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) AFFILIATE shall cablecast the Service(s) commencing on or about the dates shown on Schedule 1, as such Schedule 1 may be amended from time to time. AFFILIATE shall distribute the Service(s) without any editing, delay, additions, alterations or deletions. However, with respect to each System that has at least forty thousand (40,000) Service Subscribers, AFFILIATE may select either THE BOX Primary Service or THE BOX Satellite Service.
(b) If AFFILIATE exhibits and distributes THE BOX Primary Service, THE BOX shall own, deliver, install and maintain the necessary programming insertion equipment (collectively, the "Unit") and AFFILIATE shall make available sufficient space and power for housing the Unit. For each Unit, AFFILIATE shall provide sufficient space for the one meter satellite dish required to receive THE BOX Primary Service. Each Unit shall provide THE BOX signal which AFFILIATE shall receive, process and cablecast throughout its System(s). THE BOX and AFFILIATE shall each use their respective commercially reasonable efforts to maintain a high quality of signal transmission of THE BOX Primary Service. AFFILIATE shall permit an authorized representative of THE BOX 24 hour access to the Unit, for inspection, repairs and maintenance.
(c) AFFILIATE understands and acknowledges that reliable performance of THE BOX Primary Service requires adequate and appropriate satellite receiving equipment. Accordingly, at THE BOX's option, THE BOX may: (i) use the satellite receiving equipment of AFFILIATE; or (ii) at THE BOX's sole cost and expense, install and maintain its own antenna and satellite receiving equipment (the "Receiving Equipment") at the head-end of each of the System(s). THE BOX shall retain all right, title and interest in, and ownership of, the Receiving Equipment. AFFILIATE shall permit an authorized representative of THE BOX 24 hour access to the Receiving Equipment for inspection, repairs and maintenance.
(d) If AFFILIATE exhibits and distributes THE BOX Satellite Service, THE BOX Satellite Service shall be transmitted, at THE BOX's sole cost and expense, via a domestic communications satellite used principally for transmission of cable televised programs. THE BOX and AFFILIATE shall each use their respective commercially reasonable efforts to maintain a high quality of signal transmission of THE BOX Satellite Service. THE BOX shall give AFFILIATE no less than sixty (60) days written notice of any proposed change of signal transmission or o...
DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) During the Term, commencing on the pertinent launch date of a System, Network, at its own expense, (x) shall deliver a signal of the Service to the earth station of each System (including a Satellite system), to each subscriber receiving the Service hereunder directly from Network by Satellite, and, for purposes of Section 4(h) hereof, to other locations within the continental United States designated by Affiliate, in its sole and absolute discretion, by transmitting such signal via a domestic satellite commonly used for transmission of cable television programming, and (y) shall fully encrypt the satellite signal of the Service utilizing encryption technology commonly used in the domestic Cable television industry. Except as otherwise provided in this Section 4(a), Affiliate shall, at its own expense, furnish an earth station and all other facilities necessary for the receipt of such satellite transmission and the delivery of such signal of the Service to Service Subscribers. In the event Network either (i) changes the satellite to which the Service is transmitted to a satellite or other transmission medium not susceptible to viewing or utilization by a System's or Systems' then-existing earth station equipment without affecting the receipt of the signals of any other programming or other services then received (or committed to be received) by such System or Systems, (ii) changes the technology used by Network to encrypt the Service to a technology not compatible with a System's or Systems' then-existing descrambling equipment, or (iii) compresses, digitizes or otherwise modifies the signal of the Service in such a manner that it cannot be received or utilized by a System or Systems, then Affiliate shall have the right to discontinue carriage of the Service, immediately, in any such System or Systems and to delete, immediately, such System or Systems from Schedule 1 hereto; provided that this right of discontinuance and deletion shall not apply to any System or Systems if: (1) Network agrees, unconditionally, promptly to reimburse such System or Systems, as the case may be, for (A) the cost to such System or Systems to acquire and install equipment necessary for such System or Systems to receive the signal of the Service from such new satellite or other transmission medium, and/or (B) the cost to such System or Systems to acquire and install equipment necessary for such System or Systems to descramble, receive and/or utilize the signal of the Service;...
DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) During the Term, Network shall, at its own expense, deliver a signal of the Service to the earth station(s) of each System, to each PPV Satellite Subscriber and to each Service Satellite Subscriber and to any other location within the continental United States designated by Affiliate (in its sole and absolute discretion), by transmitting such signal via a domestic satellite commonly used for transmission of domestic cable television programming and shall, at its own expense, continue to fully encode the satellite signal of the Service utilizing scrambling technology commonly used in the domestic cable television industry. Except as otherwise provided in this Section 4(a), Affiliate shall, at its own expense, furnish an earth station and all other facilities necessary for the receipt of such satellite transmission and the delivery of such signal to the PPV Cable Subscribers and/or Service Cable subscribers (each as defined herein). In the event Network either (i) changes the technology used by Network to encrypt the Service to a technology not compatible with a System's or Systems' then-existing descrambling equipment, or (ii) changes the satellite to which the Service is transmitted to a satellite not susceptible to viewing by a System's or Systems' then-existing earth station equipment, Affiliate shall then have the right to delete from Schedule 1 of this Agreement, immediately, such System or Systems, and to discontinue carriage of the Service, immediately; from such System or Systems; provided that this right of deletion and discontinuance shall not apply to any System or Systems if, (1) Network agrees, unconditionally, to reimburse such system or Systems, either, as the case may be, (A) for the cost to such System or Systems to acquire and install new equipment necessary for such System or Systems to descramble the signal of the Service, and/or (B) for the cost to purchase and install equipment reasonably necessary for such System or Systems to receive the Service from such new satellite; (2) physical space exists at the then-existing head-end or earth station site to accommodate the necessary equipment; and (3) current zoning and other restrictions permit such additional equipment.
(b) Network shall provide to each System distributing the Service and to each PPV Satellite Subscriber and to each Service. Satellite Subscriber a video and audio signal of the Service of a technical quality equivalent to the greater of the following: (i) comparable to ...
DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) During the Term, Network, at its expense, shall deliver a 24 hours per day, 7 days per week signal of the Service by transmitting it via AMC-3 or another domestic satellite commonly used for transmission of television programming to Broadcast Television stations. The signal of the Service, including any program-related data and enhancements, shall be contained in no more than a 5.0 megabits-per-second (“mbps”) stream of data and shall consist of a resolution of no less than 480 x 720i. Network’s failure, for reasons other than force majeure, to deliver a signal meeting the requirements of this Section 5(a) for more than twelve (12) hours in any consecutive thirty (30) day period without the written consent of Affiliate shall constitute a material breach of this Agreement, not subject to the cure provisions of Section 10(d); provided, however that Affiliate shall provide Network with notice of each event in which Network fails to deliver a signal meeting the requirements of this Section 5(a) as soon as reasonably practicable.
(b) Exhibit C sets forth the specific equipment necessary for each Station to receive the signal of the Service (the “Receiving Equipment”). At Affiliate’s option, Network shall furnish and install, at its expense, or reimburse Affiliate for its cost of furnishing and installing, the Receiving Equipment to each Station that transmits the Service, provided that the Receiving Equipment for all of the Stations initially listed on Exhibit A shall not exceed, in the aggregate, one hundred twenty-five thousand dollars ($125,000.00) (the “Equipment Reimbursement Cap”). At Affiliate’s option, Network also shall furnish and install, or reimburse Affiliate for its cost of furnishing and installing, Receiving Equipment for any Acquired Station not transmitting the Service at the time of acquisition by Affiliate, at a cost not to exceed three thousand five hundred dollars ($3,500.00). Affiliate, at its expense, shall furnish all other equipment and facilities necessary for the receipt of the satellite transmission of the signal of the Service and the delivery of such signal to TV Households in each Station’s DMA. In addition, each Station shall be responsible, at its sole expense, for installing, maintaining or repairing the Receiving Equipment during the Term. Affiliate shall cause each of the Stations to maintain and repair the Receiving Equipment in good working condition, at its sole cost, as necessary and appropriate to maintain the abili...
DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) Transmission and Reception of the Services. Network shall, at its expense, (i) transmit a digital signal for each Service via a domestic communications satellite(s) commonly used for transmission of cable television programming signals, and (ii) fully encode and scramble the satellite signal for each of those Services using technology, standards, practices and procedures which are generally accepted throughout the cable television industry. As of the Effective Date, each Service will be delivered via the applicable satellite designated in Exhibit E attached hereto. Network shall deliver each VOD Program, in accordance with Section 5(b), to the entity listed on Exhibit F attached hereto or such other designee as mutually agreed upon by the parties, such agreement not to be unreasonably withheld ("Affiliate Designee") or via such other delivery method as may be mutually agreed upon by the parties. Subject to the provisions of Sections 6(b) and (c), Affiliate shall provide and operate or cause to be provided and operated all equipment and facilities (including earth stations and decryption devices) necessary as of the date a Service is launched by a System for the reception of such signal and the distribution of such Service's signal to such System's Subscribers. Network represents that no facilities or equipment are necessary for such reception and distribution which a cable television system operator would not otherwise use in connection with the reception and distribution of satellite signals transmitted by most widely distributed cable television programming.
DELIVERY AND DISTRIBUTION OF THE SERVICE. 7.1 Beginning as of the Effective Date and continuing throughout the Term, Network at its sole cost and expense shall deliver the Signal to SONIFI at the locations designated by SONIFI and in accordance with the quality requirements and technical specifications (including format) specified by SONIFI.
7.2 Network shall identify the make and model of one or more commercially available integrated receiver and decoder devices and associated equipment that, in SONIH's determination, are required for, and will facilitate SONIFI's receipt and distribution of, the Service and Signal as herein contemplated ("Equipment"). Network, at its sole cost and expense, shall provide to SONIFI the required Equipment for each facility from which SONIFI intends to distribute the Service and Signal. The Equipment shall be provided to SONIFI in such quantity or quantities, at such time or times, and at such location or locations as SONIFI from time-to-time designates.
7.3 Network shall supply at no cost to SONIFI the authorization credentials and/or software necessary to receive, unencrypt and/or reassemble the Signal ("Credentials") in order to enable SONIF1 to simultaneously transmit the Signal via the SONIFI Platforms and to otherwise exercise any other rights granted under this Agreement.
7.4 Network shall, as soon as possible, notify SONIFI in writing of any significant deterioration, disruption, discontinuance of, or interruption in or other interference with the transmission of the Signal that may have a negative effect on SONIFI's reception, distribution, display and/or exhibition of the Signal or the Service and rectify the same with the utmost expediency. Network shall reimburse SONIFI's actual direct costs due to such deterioration, disruption, discontinuance, interruption or interference.
DELIVERY AND DISTRIBUTION OF THE SERVICE a. During the Term, Playboy shall, at its own expense, transmit an analog or digital signal of the Service to Affiliate's uplink facility by transmitting such signal via a North American satellite commonly used for transmission of cable television programming to receive sites in the Continental United States, and shall, at its own expense fully encode the satellite signal of the Service utilizing scrambling technology commonly used in the domestic cable television industry. Playboy's obligations to transmit the signal of the Service and to encode such signal shall be subject to temporary lapses in connection with service or maintenance, equipment malfunction, or force majeure or other causes beyond Playboy's sole control. The normal video and audio signal of the Service shall be of a technical quality substantially similar to the technical quality of the video and audio signals delivered by other national cable television programming services in the Territory. *** Confidential information omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.
b. Affiliate shall, at its own expense, obtain and install such earth station receivers and other equipment, including a complete set of duplicate, back-up equipment for use in the event of a malfunction in the primary equipment, as shall be necessary to enable Affiliate to receive, descramble, digitize, compress, scramble, transmit and deliver the signals comprising the Service to Satellite Subscribers via the PrimeStar(R)
DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) Subject to the acceptance and completion of all testing to the complete satisfaction of Network, Network shall, at its sole cost and expense, transmit the Service, to the Network Subscribers. Network shall determine how to package the Service. Network Subscribers who receive the Service shall be known as "SERVICE SUBSCRIBERS"
DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) Network shall be solely responsible for delivery of the Software Application to EchoStar's uplink facility in Cheyenne, Wyoming and/or EchoStar's uplink facility in Gilbert, Arizona, or to such location as directed by EchoStar from time to time in its sole judgment (collectively, the "Uplink Facility").
(b) EchoStar shall, at its sole cost and expense, transmit the Service from the Uplink Facility to the Service Subscribers (as that term is defined in Section 8(b) of this Agreement); provided however, that nothing herein shall obligate EchoStar to distribute the Service in any manner which is now, or at any time hereafter may in EchoStar's reasonable judgment be, prohibited under applicable local, state or federal laws and regulations. EchoStar shall determine how to package and/or sell the Service in its sole discretion.
DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) During the Term, Network, at its expense, shall deliver a signal of the Service to each system, and, for purposes of Section 4(h) hereof, to other locations within the continental United States designated by Affiliate, in its discretion, by transmitting such signal via a domestic satellite commonly used for transmission of cable television programming or such other delivery mechanism as shall be agreeable between Network and Affiliate.
(b) Each System or other video distribution system or enterprise may distribute all or any number of the audio channels which are part of the Service. Each System or other video distribution system or enterprise may carry the Service (or any or all channels comprising the Service) on the basic level of service, on any tier, in a package or packages of other services, a la carte, or in any combination thereof.
(c) Affiliate shall have the right to digitize, compress and reuplink any or all channels included within the Service for redistribution to Systems, and to other affiliated and unaffiliated distributors so long as any such other distributor is authorized by Network (pursuant to a written agreement or otherwise) to distribute the Service. Network shall not interfere with Affiliate's (or its affiliates') ability to digitize and compress the Service.
(d) Affiliate shall have the right to transmit the signal of the Service as received by any System to unaffiliated distributors so long as any such distributor is authorized by Network (pursuant to a written agreement or otherwise) to distribute the Service. Affiliate shall have the right to receive the signal of the Service from any other distributor of the Service.
