Free Television Spillover. (A) Licensor acknowledges and agrees that Licensee’s, its Affiliates’ and its Network Affiliates’ Broadcasts of Licensed Content by means of Free Television from within the Territory which are intended for reception in the Territory may be received outside of the Territory (such reception, the “Licensee Spillover”). Licensor agrees that the occurrence of Licensee Spillover shall not be considered a breach of this Agreement so long as (1) Licensee, its Affiliates and its Network Affiliates use their commercially reasonable efforts not to increase the predicted noise limited coverage contour of each of their respective stations outside the Territory beyond that authorized by the FCC as of November 1, 2010 (the “Licensee Permitted Spillover Contour”), provided, however, that with respect to any station acquired after November 1, 2010, the Licensee Permitted Spillover Contour shall be determined as of the closing date of the acquisition of such station; (2) such Licensee Spillover is incidental to their respective stations’ operations as authorized by the FCC; and (3) Licensee, its Affiliates and its Network Affiliates do not market advertising based on the availability of such Licensee Spillover to persons located outside the Territory. Notwithstanding the immediately preceding sentence, Licensor and Licensee acknowledge and agree that Licensee, its Affiliates and its Network Affiliates shall have the right and ability to (without being in breach of this Agreement) (x) consent to the re-transmission of a Free Television channel by any Cable Television System in Mexico more than half of the subscribers of which reside within thirty-five (35) miles from the geographic reference coordinates of the center of the community of license of the transmission facility of such Free Television channel (“Licensee Facility Location”); and (y) base the price of any local advertising time or space sold on such Free Television channels in the Territory on the ability of viewers outside the Territory to view such Free Television channels. (B) Licensee acknowledges and agrees that Grupo Televisa’s Broadcasts of Licensed Content by means of Free Television from within Mexico which is intended for reception in Mexico may be received inside of the Territory (such reception, the “Televisa Spillover”). Licensee agrees that the occurrence of Televisa Spillover shall not be considered a breach of this Agreement so long as (1) Grupo Televisa uses its commercially reasonable efforts not to increase the predicted noise limited coverage contour of each of their respective licensed stations into the Territory beyond that authorized by the Comisión Federal de Telecomunicaciones and the Secretaria de Comunicaciones y Transportes as of November 1, 2010 (the “Licensor Permitted Spillover Contour”), provided, however, that with respect to any station acquired after November 1, 2010, the Licensor Permitted Spillover Contour shall be determined as of the closing date of the acquisition of such station; (2) such Televisa Spillover is incidental to Grupo Televisa’s stations’ operations as authorized by the Comisión Federal de Telecomunicaciones and the Secretaria de Comunicaciones y Transportes; and (3) Grupo Televisa does not market advertising based on the availability of such Televisa Spillover to persons located inside the Territory. Notwithstanding the immediately preceding sentence, Licensor and Licensee acknowledge and agree that Grupo Televisa shall have the right and ability to (without being in breach of this Agreement) (x) consent to re-transmission of a Free Television channel by any Cable Television System in the Territory more than half of the subscribers of which reside within thirty-five (35) miles from the geographic reference coordinates of the center of the community of license of the transmission facility of such Free Television channel (“Licensor Facility Location”); and (y) base the price of any local advertising time or space on such Free Television channels in Mexico on the ability of viewers in the Territory to view such Free Television channels.
Appears in 3 contracts
Samples: 2011 Program License Agreement (Grupo Televisa, S.A.B.), 2011 Program License Agreement (Univision Holdings, Inc.), 2011 Program License Agreement (Grupo Televisa, S.A.B.)
Free Television Spillover. (A) Licensor acknowledges and agrees that Licensee’s, its Affiliates’ and its Network Affiliates’ Broadcasts of Licensed Content by means of Free Television from within the Territory which are intended for reception in the Territory may be received outside of the Territory (such reception, the “Licensee Spillover”). Licensor agrees that the occurrence of Licensee Spillover shall not be considered a breach of this Agreement so long as (1) Licensee, its Affiliates and its Network Affiliates use their commercially reasonable efforts not to increase the predicted noise limited coverage contour of each of their respective stations outside the Territory beyond that authorized by the FCC Comisión Federal de Telecomunicaciones and the Secretaría de Comunicaciones y Transportes as of November 1, 2010 (the “Licensee Permitted Spillover Contour”), provided, however, that with respect to any station acquired after November 1, 2010, the Licensee Permitted Spillover Contour shall be determined as of the closing date of the acquisition of such station; (2) such Licensee Spillover is incidental to their respective stations’ operations as authorized by the FCCComisión Federal de Telecomunicaciones and the Secretaría de Comunicaciones y Transportes; and (3) Licensee, its Affiliates and its Network Affiliates do not market advertising based on the availability of such Licensee Spillover to persons located outside the Territory. Notwithstanding the immediately preceding sentence, Licensor and Licensee acknowledge and agree that Licensee, its Affiliates and its Network Affiliates shall have the right and ability to (without being in breach of this Agreement) (x) consent to the re-transmission of a Free Television channel by any Cable Television System in Mexico the United States more than half of the subscribers of which reside within thirty-five (35) miles from the geographic reference coordinates of the center of the community of license of the transmission facility of such Free Television channel (“Licensee Facility Location”); and (y) base the price of any local advertising time or space sold on such Free Television channels in the Territory on the ability of viewers outside the Territory to view such Free Television channels.
(B) Licensee acknowledges and agrees that Grupo TelevisaUnivision Group’s Broadcasts of Licensed Content by means of Free Television from within Mexico the United States which is intended for reception in Mexico the United States may be received inside of the Territory (such reception, the “Televisa Univision Spillover”). Licensee agrees that the occurrence of Televisa Univision Spillover shall not be considered a breach of this Agreement so long as (1) Grupo Televisa Univision Group uses its commercially reasonable efforts not to increase the predicted noise limited coverage contour of each of their respective licensed stations into in the Territory beyond that authorized by the Comisión Federal de Telecomunicaciones and the Secretaria de Comunicaciones y Transportes FCC as of November 1, 2010 (the “Licensor Permitted Spillover Contour”), provided, however, that with respect to any station acquired after November 1, 2010, the Licensor Permitted Spillover Contour shall be determined as of the closing date of the acquisition of such station; (2) such Televisa Univision Spillover is incidental to Grupo TelevisaUnivision Group’s stations’ operations as authorized by the Comisión Federal de Telecomunicaciones and the Secretaria de Comunicaciones y TransportesFCC; and (3) Grupo Televisa Univision Group does not market advertising based on the availability of such Televisa Univision Spillover to persons located inside the Territory. Notwithstanding the immediately preceding sentence, Licensor and Licensee acknowledge and agree that Grupo Televisa Univision Group shall have the right and ability to (without being in breach of this Agreement) (x) consent to re-transmission of a Free Television channel by any Cable Television System in the Territory more than half of the subscribers of which reside within thirty-five (35) miles from the geographic reference coordinates of the center of the community of license of the transmission facility of such Free Television channel (“Licensor Facility Location”); and (y) base the price of any local advertising time or space on such Free Television channels in Mexico the United States on the ability of viewers in the Territory to view such Free Television channels.
Appears in 3 contracts
Samples: 2011 Mexico License Agreement, Mexico License Agreement (Univision Holdings, Inc.), Mexico License Agreement (Grupo Televisa, S.A.B.)