Common use of Licensor Approval Required Clause in Contracts

Licensor Approval Required. Other than as provided in Section 4.4, all Sublicensing Arrangements will require the prior approval of Licensor (which approval shall not be unreasonably withheld, conditioned or delayed). Licensor may not condition its approval of any proposed Sublicensing Arrangement on the payment to Grupo Televisa of any monetary or other consideration, on any changes to the then-existing arrangements between Licensee and Grupo Televisa (including under this Agreement), or on the inclusion of any amounts in the Royalty Base, it being understood that in connection with all Sublicensing Arrangements to be approved by Licensor, Licensee shall be obligated to include in the Royalty Base the amounts required by Section 9.1; it being further understood that the anti-avoidance requirements of Section 9.1(d)(xii) apply equally with respect to Sublicensing Arrangements and third-party arrangements for UIN Branded Experiences. However, in determining whether to provide such approval, the Licensor may take into account the terms and circumstances of the proposed Sublicensing Arrangement, including the financial terms and conditions of the proposed Sublicensing Arrangement, commercial terms of the proposed Sublicensing Arrangement as compared to industry standards at such time, the scope and extent of the rights to be granted under the proposed Sublicensing Arrangement, and the identity of the proposed counterparty (together with the overall economic benefit of the Sublicensing Arrangement to Licensee). It shall be deemed to be unreasonable for Licensor to withhold any approval required under this Section 4.2(a) of any proposed Sublicensing Arrangement on the basis of the identity of the proposed counterparty or the proposed terms if Grupo Televisa has previously entered into a contractual arrangement (which is then in effect) with such proposed counterparty for the Broadcast of Excluded Content in the Territory or the Broadcast of Audiovisual Content in Mexico (unless such arrangement is required by applicable Law), in each case, on terms consistent therewith.

Licensor Approval Required. Other than as provided in Section 4.4, all Sublicensing Arrangements will require the prior approval of Licensor (which approval shall not be unreasonably withheld, conditioned or delayed). Licensor may not condition its approval of any proposed Sublicensing Arrangement on the payment to Grupo Televisa Univision Group of any monetary or other consideration, on any changes to the then-existing arrangements between Licensee and Grupo Televisa Univision Group (including under this Agreement), or on the inclusion of any amounts in the Royalty Base, it being understood that in connection with all Sublicensing Arrangements to be approved by Licensor, Licensee shall be obligated to include in the Royalty Base the amounts required by Section 9.1; it being further understood that the anti-avoidance requirements of Section 9.1(d)(xii) apply equally with respect to Sublicensing Arrangements and third-party arrangements for UIN Branded Experiences. However, in determining whether to provide such approval, the Licensor may take into account the terms and circumstances of the proposed Sublicensing Arrangement, including the financial terms and conditions of the proposed Sublicensing Arrangement, commercial terms of the proposed Sublicensing Arrangement as compared to industry standards at such time, the scope and extent of the rights to be granted under the proposed Sublicensing Arrangement, and the identity of the proposed counterparty (together with the overall economic benefit of the Sublicensing Arrangement to Licensee). It shall be deemed to be unreasonable for Licensor to withhold any approval required under this Section 4.2(a) of any proposed Sublicensing Arrangement on the basis of the identity of the proposed counterparty or the proposed terms if Grupo Televisa Univision Group has previously entered into a contractual arrangement (which is then in effect) with such proposed counterparty for the Broadcast of Excluded Content in the Territory or the Broadcast of Audiovisual Content in Mexico the United States (unless such arrangement is required by applicable Law), in each case, on terms consistent therewith.

Licensor Approval Required. Other than as provided in Section 4.4, all Sublicensing Arrangements will require the prior approval of Licensor (which approval shall not be unreasonably withheld, conditioned or delayed). Licensor may not condition its approval of any proposed Sublicensing Arrangement on the payment to Grupo Televisa Univision Group of any monetary or other consideration, consideration or on any changes to the then-existing arrangements between Licensee and Grupo Televisa Univision Group (including under this Agreement), or on the inclusion of any amounts in the Royalty Base, it being understood that in connection with all Sublicensing Arrangements to be approved by Licensor, Licensee shall be obligated to include in the Royalty Base the amounts required by Section 9.1; it being further understood that the anti-avoidance requirements of Section 9.1(d)(xii) apply equally with respect to Sublicensing Arrangements and third-party arrangements for UIN Branded Experiences. However, in determining whether to provide such approval, the Licensor may take into account the terms and circumstances of the proposed Sublicensing Arrangement, including the financial terms and conditions of the proposed Sublicensing Arrangement, commercial terms of the proposed Sublicensing Arrangement as compared to industry standards at such time, the scope and extent of the rights to be granted under the proposed Sublicensing Arrangement, and the identity of the proposed counterparty (together with the overall economic benefit of the Sublicensing Arrangement to Licensee). It shall be deemed to be unreasonable for Licensor to withhold any approval required under this Section 4.2(a) of any proposed Sublicensing Arrangement on the basis of the identity of the proposed counterparty or the proposed terms if Grupo Televisa Univision Group has previously entered into a contractual arrangement (which is then in effect) with such proposed counterparty for the Broadcast of Excluded Content in the Territory or the Broadcast of Audiovisual Content in Mexico (unless such arrangement is required by applicable Law), in each case, on terms consistent therewith.. ***** CONFIDENTIAL TREATMENT: UNIVISION HOLDINGS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY *****, BE AFFORDED CONFIDENTIAL TREATMENT. UNIVISION HOLDINGS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION

Licensor Approval Required. Other than as provided in Section 4.4, all Sublicensing Arrangements will require the prior approval of Licensor (which approval shall not be unreasonably withheld, conditioned or delayed). Licensor may not condition its approval of any proposed Sublicensing Arrangement on the payment to Grupo Televisa Univision Group of any monetary or other consideration, consideration or on any changes to the then-existing arrangements between Licensee and Grupo Televisa Univision Group (including under this Agreement), or on the inclusion of any amounts in the Royalty Base, it being understood that in connection with all Sublicensing Arrangements to be approved by Licensor, Licensee shall be obligated to include in the Royalty Base the amounts required by Section 9.1; it being further understood that the anti-avoidance requirements of Section 9.1(d)(xii) apply equally with respect to Sublicensing Arrangements and third-party arrangements for UIN Branded Experiences. However, in determining whether to provide such approval, the Licensor may take into account the terms and circumstances of the proposed Sublicensing Arrangement, including the financial terms and conditions of the proposed Sublicensing Arrangement, commercial terms of the proposed Sublicensing Arrangement as compared to industry standards at such time, the scope and extent of the rights to be granted under the proposed Sublicensing Arrangement, and the identity of the proposed counterparty (together with the overall economic benefit of the Sublicensing Arrangement to Licensee). It shall be deemed to be unreasonable for Licensor to withhold any approval required under this Section 4.2(a) of any proposed Sublicensing Arrangement on the basis of the identity of the proposed counterparty or the proposed terms if Grupo Televisa Univision Group has previously entered into a contractual arrangement (which is then in effect) with such proposed counterparty for the Broadcast of Excluded Content in the Territory or the Broadcast of Audiovisual Content in Mexico (unless such arrangement is required by applicable Law), in each case, on terms consistent therewith.

Licensor Approval Required. Other than as provided in Section 4.4, all Sublicensing Arrangements will require the prior approval of Licensor (which approval shall not be unreasonably withheld, conditioned or delayed). Licensor may not condition its approval of any proposed Sublicensing Arrangement on the payment to Grupo Televisa of any monetary or other consideration, consideration or on any changes to the then-existing arrangements between Licensee and Grupo Televisa (including under this Agreement), or on the inclusion of any amounts in the Royalty Base, it being understood that in connection with all Sublicensing Arrangements to be approved by Licensor, Licensee shall be obligated to include in the Royalty Base the amounts required by Section 9.1; it being further understood that the anti-avoidance requirements of Section 9.1(d)(xii) apply equally with respect to Sublicensing Arrangements and third-party arrangements for UIN Branded Experiences. However, in determining whether to provide such approval, the Licensor may take into account the terms and circumstances of the proposed Sublicensing Arrangement, including the financial terms and conditions of the proposed Sublicensing Arrangement, commercial terms of the proposed Sublicensing Arrangement as compared to industry standards at such time, the scope and extent of the rights to be granted under the proposed Sublicensing Arrangement, and the identity of the proposed counterparty (together with the overall economic benefit of the Sublicensing Arrangement to Licensee). It shall be deemed to be unreasonable for Licensor to withhold any approval required under this Section 4.2(a) of any proposed Sublicensing Arrangement on the basis of the identity of the proposed counterparty or the proposed terms if Grupo Televisa has previously entered into a contractual arrangement (which is then in effect) with such proposed counterparty for the Broadcast of Excluded Content in the Territory or the Broadcast of Audiovisual Content in Mexico (unless such arrangement is required by applicable Law), in each case, on terms consistent therewith.