Make Goods Sample Clauses

Make Goods. In the event that any Inventory scheduled for exhibition pursuant to Sections 4.06(a), 4.06(b) or 4.07 is not exhibited as scheduled, LLC shall take such action or provide such remedy as is required pursuant to the applicable [Circuit A] advertising agreement, including the exhibition of “make good” Inventory sufficient to achieve the level of Inventory content impressions necessary to satisfy any contractual obligations governing the exhibition of such Inventory. [Circuit A] acknowledges and agrees that such contractual obligations must have been timely disclosed to LLC in writing as a condition to the exercise of the foregoing exclusive right and remedy; such obligations as of the Effective Date have been provided by [Circuit A] to LLC in a separate letter. To the extent such third-party agreement prescribed a “make good” remedy, [Circuit A] agrees to make its Theatres (including screens and Lobby Screens, as applicable) available for the exhibition of such “make goods,” and LLC agrees to exhibit such “make goods” consistent with any contractual obligations of [Circuit A] concerning the exhibition of such “make goods.” LLC reserves the right to use excess or unsold Inventory as “make goods,” remnant advertising, other revenue generating advertising, public service announcements, and the like. Notwithstanding the foregoing, LLC shall only be required to make any payment of moneys (including a refund of amounts paid by the applicable advertiser) in the event that the reason that the applicable Inventory was not exhibited or was exhibited in an incorrect position was primarily a result of actions or inactions by LLC (or its designees or assigns) and the applicable advertising agreement does not allow, or LLC otherwise does not provide, a remedy of exhibition of “make good” Inventory.

Make Goods. Affiliate is not required to make the scheduled payments as specified until it has received its click-through from the prior payment.

Make Goods. The make goods on all guaranteed impressions or click-throughs will be delivered by Netscape continuing each under-delivered placement beyond the term of the Agreement until the guaranteed amount associated with that placement has been delivered. The make goods described in this Section shall be Excite's sole and exclusive remedy with regard to the under-delivery of impressions and/or click-throughs.

Make Goods. In the event of a third-party claim, Vimeo may, in its sole discretion, provide a reasonable replacement for the Licensed Work. Should Vimeo do so, Licensee shall cease using the previous version. The replacement work will be licensed pursuant to the terms hereof as if originally licensed by Licensee.

Make Goods. In the event that Licensee fails for any reason to telecast any Network Program or any part thereof (including, without limitation, all of the commercial and promotional announcements contained therein) as provided herein, and, pursuant to paragraph 6.2 hereof, UPN elects to require Licensee to comply with the make-good provisions of this paragraph 6.3 with respect to such omitted Network Program, except with respect to the preemption of an Unacceptable Program, Licensee shall telecast such omitted Network Program and the commercial and promotional announcements contained therein (or any replacement Network Program and commercial and promotional announcements designated by UPN) in the time period pre-designated by the parties as set forth in Exhibit A hereto. If Licensee does not promptly comply with the provisions of this paragraph 6.3, UPN shall have the right, without limitation of any other right it may have, to license the telecast rights to the omitted Network Program to any other party, and shall have the right to terminate Licensee’s right to telecast the remaining episodes of such Network Series intended for telecast during the then-current and/or future broadcast season(s) and thereafter license the telecast rights to such terminated episodes to any other party. In addition, if Licensee does not promptly comply with the provisions of this paragraph 6.3, the preemption, which gave rise to the make-good obligation, shall automatically constitute an Unauthorized Preemption hereunder (as of the date of the original preemption), even if such preemption was originally an Authorized Preemption.

Make Goods. In the event that Yahoo (i) fails to post an Ad Unit in accordance with the Agreement, (ii) fails to deliver the number of total Ad Unit Measurements specified in the Agreement (if any) substantially by area in the Insertion Order by the end of the Term, or (iii) of any other failure, technical or otherwise, of such Ad Unit to appear as provided in the Agreement, the sole liability of Yahoo to Advertiser shall be limited to, at Yahoo's sole discretion, (x) a pro rata refund of the advertising fee representing undelivered or misdelivered Ad Unit Measurements, (y) placement of the Ad Unit within a reasonable time in a mutually agreeable

Make Goods. In the event of any third-party claim, Transmit may, in its sole discretion, provide a reasonable replacement for the licensed work. Should Transmit do so, Licensee must cease using the previous version. The replacement work will be licensed pursuant to the terms hereof as if originally purchased by Licensee.

Make Goods. 1.4.1 If Microsoft fails to deliver the agreed upon aggregate number of Ad Requests during the Term, Company's sole remedy for such failure will be the extension of the Term for (i) a period of sixty (60) days, or (ii) until the agreed upon number of Ad Requests (or other Ad Requests as the parties mutually agree) are provided, whichever is longer. 1.4.2 The delivery of Ad Requests will be measured [***] as set forth in Exhibit 2-A, attached hereto, or otherwise as agreed upon by the parties in writing in advance of each [***]. If Microsoft, at the end of any given [***] during the Term, has failed to deliver at least [***] of the Ad Requests committed for such quarter, Company reserves the right to withhold payment due for such Ad Requests until such shortfall is delivered by Microsoft, at which time the funds withheld will be released; provided, however, that if such Ad Requests are not delivered within (60) days following the end of the applicable [***], Company shall not pay for such undelivered Ad Requests. Further, in the case where a particular placement is contained in the media plan for more than one [***] and the CPM rate for that placement increases from one [***] to the next, it is understood that the entire Ad Request commitment at the lower CPM must be met before the higher CPM is applied, regardless of the [***] in which the delivery is made or completed.

Make Goods. In the event either Party fails to satisfy its obligation or other agreement to provide Inventory, the Inventory provided by either Party deviates from the standards imposed under this Agreement, or Inventory is not transmitted or exhibited as part of the Service due to the inadvertence, negligence or fault of either Party (as may result, for example, from the failure by either party to supply or maintain equipment or other technology necessary for transmission of the Service as required hereunder), then the Party not at fault may, as its sole and exclusive remedy therefor, require that the other Party, at its sole expense, deliver “make goods” sufficient to achieve the level of Inventory content impressions which would have occurred but for the inadvertence, negligence or fault of the other Party. The parties agree that this exclusive remedy is essential to the smooth operation of the Service and the consistent performance of the parties under this Agreement. The type and placement of make goods shall be as mutually agreed, it being the intent of the parties that the value of the make goods shall be substantially the same as that which the party not at fault would have ordinarily received under this Agreement. All make goods shall be provided in the Theatre in which the corresponding Inventory would have been exhibited.

Make Goods. Subject to clause 6.5, if, as determined by both parties acting reasonably, any Advertising airs: (a) airs incorrectly; (b) airs out of a scheduled Session Time or Zone Time; or (c) is not broadcast, SCA will, subject to availability, “make good” the Advertising in a scheduled Session Time or Zone Time, agreed by the Client, not adjacent to any competitor product. The Client has three months from the date the discrepancy is notified to the Client to claim a make good.