Common use of Dubbing/Subtitling Clause in Contracts

Dubbing/Subtitling. If Licensor has available out of stock on-hand a dubbed or subtitled version (if dubbed or subtitled version rights are included in the license hereunder as reflected in the “Licensed Language” definition) of a Program licensed hereunder to Licensee, Licensor shall provide such materials to Licensee at Licensee’s cost. If Licensor is unable to provide all materials for a dubbed or subtitled version (if dubbed or subtitled version rights are included in the license hereunder as reflected in the “Licensed Language” 22efinition) of a Program licensed hereunder to Licensee out of available stock on-hand, Licensor shall have the right to create such dubbed or subtitled version and provide copies of such materials, in each case at Licensee’s sole cost. If Licensor elects not to create such a version, Licensee may, only with the prior written consent of Licensor, and only in strict accordance with all third party contractual restrictions and Licensor’s technical specifications, prepare dubbed or subtitled versions (if dubbed or subtitled version rights are included in the license hereunder as reflected in the “Licensed Language” definition) of such Program in the Licensed Language, which versions shall be sufficient to cover Licensor’s worldwide usage of such dubbed or subtitled versions in all media throughout the universe, the costs (including, without limitation, any third party contractual obligations, residuals and other reuse fees) for which shall be the sole responsibility of Licensee; provided, however, that (i) immediately upon Licensee’s completion of the original dubbing or subtitling of a Program licensed hereunder, Licensee shall forward to Licensor a copy of such originally dubbed or subtitled version, and (ii) Licensee shall allow Licensor unrestricted access, at no charge to Licensor, to the masters of the dubbed and/or subtitled versions during such Program’s License Period. Following the conclusion of the License Period for any Program licensed hereunder or any other termination of this Agreement, Licensee shall deliver to Licensor the master and all copies of all dubbed and subtitled versions of such Program. In connection with the creation of any dubbed or subtitled version, Licensee shall be responsible for obtaining all necessary third party clearances such that any subsequent use of such materials by Licensor or its designee shall be free and clear of any residual or reuse fees. Licensee shall indemnify and hold harmless the Licensor Indemnified Parties (as defined in Article 12 hereof) from and against any and all claims, actions, causes of action, damages, losses, liabilities, costs and expenses (including fees and disbursements of counsel) (collectively, “ Claims”) arising out of, in connection with or founded upon such dubbing or subtitling, including, without limitation, all payments to any guild or union or other similar payments, which indemnification shall be in accordance with the terms of this Agreement. All rights, including copyrights and trademarks, in such dubbed and subtitled versions of the Programs licensed hereunder, shall vest in Licensor upon creation thereof, subject only to the rights granted herein to Licensee hereunder during the Term hereof. Licensee acknowledges and agrees that Licensee is not granted and is not acquiring any ownership rights in or of, or interest in, any Copy, Program or dubbed or subtitled version of a Program by reason of Licensee’s permitted use or manufacture thereof. Licensee will execute, acknowledge and deliver to Licensor any instruments of transfer, conveyance or assignment in or to any dubbed and subtitled versions necessary or desirable to evidence or effectuate Licensor’s ownership thereof and in the event that Licensee fails or refuses to execute, acknowledge or deliver any such instrument or documents then Licensor shall be deemed to be, and Licensee hereby nominates, constitutes and appoints Licensor its true and lawful attorney-in-fact irrevocably to execute and deliver all such instruments in Licensee’s name or otherwise, it being acknowledged that such power is a power coupled with an interest.

Dubbing/Subtitling. If Licensor has available out of stock on-hand a dubbed or subtitled version (if dubbed or subtitled version rights are included in the license hereunder as reflected in the “Licensed Authorized Language” definitionsection of the Television License Agreement) of a Program licensed hereunder to Licenseein the Authorized Language, Licensor shall provide such materials to Licensee at Licensee’s cost. If Licensor is unable to provide all materials for a dubbed or subtitled version (if dubbed or subtitled version rights are included in the license hereunder as reflected in the “Licensed Authorized Language” 22efinitionsection of the Television License Agreement) of a Program licensed hereunder to Licensee out of available stock on-handon‑hand, Licensor shall have the right to create such dubbed or subtitled version in the Authorized Language and provide copies of such materials, in each case at Licensee’s sole cost. If Licensor elects not to create such a version, Licensee may, only with the prior written consent of Licensor, and only in strict accordance with all third party contractual restrictions and Licensor’s technical specifications, prepare dubbed or subtitled versions (if dubbed or subtitled version rights are included in the license hereunder as reflected in the “Licensed Authorized Language” definitionsection of the Television License Agreement) of such Program in the Licensed Authorized Language, which versions shall be sufficient to cover Licensor’s worldwide usage of such dubbed or subtitled versions in all media throughout the universe, the costs (including, without limitation, including any third party contractual obligations, residuals and other reuse fees) for which shall be the sole responsibility of Licensee; provided, however, that (i) immediately upon Licensee’s completion of the original dubbing or subtitling of a Program licensed hereunder, Licensee shall forward to Licensor a copy of such originally dubbed or subtitled version, and (ii) Licensee shall allow Licensor unrestricted access, at no charge to Licensor, to the masters of the dubbed and/or subtitled versions during such Program’s License PeriodPeriod1618. Following the conclusion of the License Period for any Program licensed hereunder or any other termination of this Agreement, Licensee shall deliver to Licensor the master and all copies of all dubbed and subtitled versions of such Program. In connection with the creation of any dubbed or subtitled version, Licensee shall be responsible for obtaining all necessary third party clearances such that any subsequent use of such materials by Licensor or its designee shall be free and clear of any residual or reuse fees. Licensee shall indemnify and hold harmless the Licensor Indemnified Parties (as defined in Article 12 13 hereof) from and against any and all claims, actions, causes of action, damages, losses, liabilities, costs and expenses (including fees and disbursements of counsel) (collectively, “ Claims”) Losses arising out of, in connection with or founded upon such dubbing or subtitling, including, without limitation, all payments to any guild or union or other similar payments, which indemnification shall be in accordance with the terms of this Agreement. Agreement.1719 All rights, including copyrights and trademarks, in such dubbed and subtitled versions of the Programs licensed hereunder, shall vest in Licensor upon creation thereof, subject only to the rights granted herein to Licensee hereunder during the Term hereof. Licensee acknowledges and agrees that Licensee is not granted and is not acquiring any ownership rights in or of, or interest in, any Copy, Program Program, Advertising Materials or dubbed or subtitled version of a Program by reason of Licensee’s permitted use or manufacture thereof. Licensee will execute, acknowledge and deliver to Licensor any instruments of transfer, conveyance or assignment in or to any dubbed and subtitled versions necessary or desirable to evidence or effectuate Licensor’s ownership thereof and in the event that Licensee fails or refuses to execute, acknowledge or deliver any such instrument or documents then Licensor shall be deemed to be, and Licensee hereby nominates, constitutes and appoints Licensor its true and lawful attorney-in-fact attorney‑in‑fact irrevocably to execute and deliver all such instruments in Licensee’s name or otherwise, it being acknowledged that such power is a power coupled with an interest.

Dubbing/Subtitling. 6.4.1 If Licensor has available out of stock on-hand a dubbed or subtitled version (if dubbed or subtitled version rights are included in the license hereunder as reflected in the “Licensed Authorized Language” definitionsection of the Television License Agreement) of a Program licensed hereunder to Licenseein the Authorized Language, Licensor shall provide such materials to Licensee at Licensee’s cost. If Licensor is unable to provide all materials for a dubbed or subtitled version (if dubbed or subtitled version rights are included in the license hereunder as reflected in the “Licensed Authorized Language” 22efinitionsection of the Television License Agreement) of a Program licensed hereunder to Licensee out of available stock on-hand, Licensor shall have the right to create such dubbed or subtitled version in the Authorized Language and provide copies of such materials, in each case at Licensee’s sole cost. If Licensor elects not to create such a version, Licensee may, only with the prior written consent of Licensor, and only in strict accordance with all third party contractual restrictions and Licensor’s technical specifications, prepare dubbed or subtitled versions (if dubbed or subtitled version rights are included in the license hereunder as reflected in the “Licensed Authorized Language” definitionsection of the Television License Agreement) of such Program in the Licensed Authorized Language, which versions shall be sufficient to cover Licensor’s worldwide usage of such dubbed or subtitled versions in all media throughout the universe, the costs (including, without limitation, including any third party contractual obligations, residuals and other reuse fees) for which shall be the sole responsibility of Licensee; provided, however, that (i) immediately upon Licensee’s completion of the original dubbing or subtitling of a Program licensed hereunder, Licensee shall forward to Licensor a copy of such originally dubbed or subtitled version, and (ii) Licensee shall allow Licensor unrestricted access, at no charge to Licensor, to the masters of the dubbed and/or subtitled versions during such Program’s License Period. 29 Following the conclusion of the License Period for any Program licensed hereunder or any other termination of this Agreement, Licensee shall deliver to Licensor the master and all copies of all dubbed and subtitled versions of such Program. In connection with the creation of any dubbed or subtitled version, Licensee shall be responsible for obtaining all necessary third party clearances such that any subsequent use of such materials by Licensor or its designee shall be free and clear of any residual or reuse fees. Licensee shall indemnify and hold harmless the Licensor Indemnified Parties (as defined in Article 12 hereof) from and against any and all claims, actions, causes of action, damages, losses, liabilities, costs and expenses (including fees and disbursements of counsel) (collectively, “ Claims”) arising out of, in connection with or founded upon such dubbing or subtitling, including, without limitation, all payments to any guild or union or other similar payments, which indemnification shall be in accordance with the terms of this Agreement. . 6.4.2 All rights, including copyrights and trademarks, in such dubbed and subtitled versions of the Programs licensed hereunder, shall vest in Licensor upon creation thereof, subject only to the rights granted herein to Licensee hereunder during the Term hereof. Licensee acknowledges and agrees that Licensee is not granted and is not acquiring any ownership rights in or of, or interest in, any Copy, Program or dubbed or subtitled version of a Program by reason of Licensee’s permitted use or manufacture thereof. Licensee will execute, acknowledge and deliver to Licensor any instruments of transfer, conveyance or assignment in or to any dubbed and subtitled versions necessary or desirable to evidence or effectuate Licensor’s ownership thereof and in the event that Licensee fails or refuses to execute, acknowledge or deliver any such instrument or documents then Licensor shall be deemed to be, and Licensee hereby nominates, constitutes and appoints Licensor its true and lawful attorney-in-fact irrevocably to execute and deliver all such instruments in Licensee’s name or otherwise, it being acknowledged that such power is a power coupled with an interest.

Dubbing/Subtitling. If Licensor has available out of stock on-hand a dubbed or subtitled version (if dubbed or subtitled version rights are included in the license hereunder as reflected in the “Licensed Language” definitionsection of the Basic Television License Agreement) of a an Included Program licensed hereunder to Licenseein the Licensed Language, Licensor shall provide such materials to Licensee at Licensee’s cost. If Licensor is unable to provide all materials for a dubbed or subtitled version (if dubbed or subtitled version rights are included in the license hereunder as reflected in the “Licensed Language” 22efinitionsection of the Basic Television License Agreement) of a an Included Program licensed hereunder to Licensee out of available stock on-handon‑hand, Licensor shall have the right to create such dubbed or subtitled version in the Licensed Language and provide copies of such materials, in each case at Licensee’s sole cost. If Licensor elects not to create such a version, Licensee may, only with the prior written consent of Licensor, and only in strict accordance with all third party contractual restrictions and Licensor’s technical specifications, prepare dubbed or subtitled versions (if dubbed or subtitled version rights are included in the license hereunder as reflected in the “Licensed Language” definitionsection of the Basic Television License Agreement) of such Included Program in the Licensed Language, which versions shall be sufficient to cover Licensor’s worldwide usage of such dubbed or subtitled versions in all media throughout the universe, the costs (including, without limitation, including any third party contractual obligations, residuals and other reuse fees) for which shall be the sole responsibility of Licensee; provided, however, that (i) immediately upon Licensee’s completion of the original dubbing or subtitling of a an Included Program licensed hereunder, Licensee shall forward to Licensor a copy of such originally dubbed or subtitled version, and (ii) Licensee shall allow Licensor unrestricted access, [at no charge to Licensor, to the masters of the dubbed and/or subtitled versions during such Included Program’s License Period]. 35 Following the conclusion of the License Period for any Included Program licensed hereunder or any other termination of this Agreement, Licensee shall deliver to Licensor the master and all copies of all dubbed and subtitled versions of such Included Program. In connection with the creation of any dubbed or subtitled version, Licensee shall be responsible for obtaining all necessary third party clearances such that any subsequent use of such materials by Licensor or its designee shall be free and clear of any residual or reuse fees. Licensee shall indemnify and hold harmless the Licensor Indemnified Parties (as defined in Article 12 hereof) from and against any and all claims, actions, causes of action, damages, losses, liabilities, costs and expenses (including fees and disbursements of counsel) (collectively, “ Claims”) arising out of, in connection with or founded upon such dubbing or subtitling, including, without limitation, all payments to any guild or union or other similar payments, which indemnification shall be in accordance with the terms of this Agreement. All rights, including copyrights and trademarks, in such dubbed and subtitled versions of the Included Programs licensed hereunder, shall vest in Licensor upon creation thereof, subject only to the rights granted herein to Licensee hereunder during the Term hereof. Licensee acknowledges and agrees that Licensee is not granted and is not acquiring any ownership rights in or of, or interest in, any Copy, Included Program or dubbed or subtitled version of a an Included Program by reason of Licensee’s permitted use or manufacture thereof. Licensee will execute, acknowledge and deliver to Licensor any instruments of transfer, conveyance or assignment in or to any dubbed and subtitled versions necessary or desirable to evidence or effectuate Licensor’s ownership thereof and in the event that Licensee fails or refuses to execute, acknowledge or deliver any such instrument or documents then Licensor shall be deemed to be, and Licensee hereby nominates, constitutes and appoints Licensor its true and lawful attorney-in-fact attorney‑in‑fact irrevocably to execute and deliver all such instruments in Licensee’s name or otherwise, it being acknowledged that such power is a power coupled with an interest.