Common use of Delivery of “Clean” Versions Clause in Contracts

Delivery of “Clean” Versions. Licensor shall deliver to Licensee “clean” versions (e.g., removing graphic insertions of, voice-overs promoting and URLs of xxxxx.xxx and any other Grupo Televisa owned or operated businesses) of all items of Licensed Content delivered to Licensee pursuant to this Agreement; provided, that Licensee shall not be required to remove any product placement, promotions or mentions in the content of any item of Licensed Content; provided, further, that this Section 8.1(b) shall not apply to (i) any Library Programs for which Grupo Televisa does not have, at the time of the delivery, such a “clean” version (“Special Library Programs”); and (ii) live Programs and other Programs Broadcast simultaneously by Grupo Televisa and Licensee (in the case of (ii), to the extent that production and delivery of such a “clean” version to Licensee would not be reasonably practicable, or would require Grupo Televisa to incur incremental costs). Licensor shall inform Licensee, prior to delivery of any item of Licensed Content requested by Licensee, if such item of Licensed Content falls under clause (i) or (ii) of this Section 8.1(b) such that Licensor will not deliver to Licensee a “clean” version of such Licensed Content. Licensee shall be permitted to produce, at its own expense and subject to the consent of the Televisa Editing and Dubbing Appointee in accordance with Section 8.8(e), “clean” versions of any such Licensed Content. For the avoidance of doubt, if for any reason Licensor fails to deliver a “clean” version of any Licensed Content other than Special Library Programs or live Programs described above, Licensee shall have the right to produce such a “clean” version pursuant to Section 8.8(b)(v), and Licensor shall reimburse Licensee for the costs associated therewith as set forth in Section 8.8(f). Licensor’s obligation to deliver “clean” versions under this Section 8.1(b) will not apply to Televisa Publications Content, to which the provisions of Section 1.3(b)(i)(A) will apply.

Delivery of “Clean” Versions. Licensor shall deliver to Licensee “clean” versions (e.g., removing graphic insertions of, voice-overs promoting and URLs of xxxxx.xxx xxxxxxxxx.xxx and any other Grupo Televisa Univision Group owned or operated businesses) of all items of Licensed Content delivered to Licensee pursuant to this Agreement; provided, that Licensee shall not be required to remove any product placement, promotions or mentions in the content of any item of Licensed Content; provided, further, that this Section 8.1(b) shall not apply to (i) any Library Programs for which Grupo Televisa Univision Group does not have, at the time of the delivery, such a “clean” version (“Special Library Programs”); and (ii) live Programs and other Programs Broadcast simultaneously by Grupo Televisa Univision Group and Licensee (in the case of (ii), to the extent that production and delivery of such a “clean” version to Licensee would not be reasonably practicable, or would require Grupo Televisa Univision Group to incur incremental costs). Licensor shall inform Licensee, prior to delivery of any item of Licensed Content requested by Licensee, if such item of Licensed Content falls under clause (i) or (ii) of this Section 8.1(b) such that Licensor will not deliver to Licensee a “clean” version of such Licensed Content. Licensee shall be permitted to produce, produce at its own expense and subject to the consent of the Televisa Editing and Dubbing Appointee in accordance with Section 8.8(e), “clean” versions of any such Licensed Content; provided, that the production of “clean” versions of such Licensed Content for Broadcast in Licensed Media by means of digital distribution shall be subject to Licensor’s approval (not to be unreasonably withheld, conditioned or delayed). For the avoidance of doubt, if for any reason Licensor fails to deliver a “clean” version of any Licensed Content other than Special Library Programs or live Programs described above, Licensee shall have the right to produce such a “clean” version pursuant to Section 8.8(b)(v)version, and Licensor shall pay (and promptly reimburse Licensee) for any costs in connection therewith upon provision by Licensee for the costs associated therewith as set forth in Section 8.8(f)of appropriate documentation evidencing such costs. Licensor’s obligation to deliver “clean” versions under this Section 8.1(b) will not apply to Televisa Univision Publications Content, to which the provisions of Section 1.3(b)(i)(A) will apply.