PHYSICAL MATERIALS AND TAXES Sample Clauses

PHYSICAL MATERIALS AND TAXES. 8.1 Prior to the Availability Date for each Included Program, Licensor shall make available to Licensee, in Licensor’s discretion, either one (1) digital file in Licensor’s predetermined specifications or a videotape (each, a “Copy”) of such Included Program (together with subtitle script files and Advertising Materials, as defined at Schedule A, Section 12.1, to the extent cleared and available), in the original language version in a form capable of encoding and/or wrapping in the Approved Format in effect as of such date. Costs of creating and providing digital Copies and digital Advertising Materials, including, without limitation, encoding, duplication, one-way shipping and forwarding charges and insurance, shall be borne by Licensor. In the event that Licensee requires any digital files that deviate from Licensor’s predetermined specifications or Licensor elects to provide a videotape Copy or physical Advertising Materials, Licensor will issue an access letter for the appropriate materials and Licensee will be responsible for any necessary encoding, transcoding, handling and delivery at Licensee’s sole expense. All costs of any subtitling and dubbing in the Licensed Languages, including, without limitation, direct out-of-pocket costs of duplication/encoding, shipping and forwarding charges and insurance, shall be borne by Licensee. Upon request from Licensee, the parties shall, in good faith, discuss alternative methods of encoding and delivery, including, without limitation, repurposing materials for video on demand delivery for DHE distribution, which methods may create cost savings; provided that Licensor shall be under no obligation to authorize any such alternative delivery methods. Encoding, transcoding, subtitling and dubbing shall take place at facilities approved by Licensor, and all encoding, transcoding, subtitling and dubbing quality is subject to Licensor’s approval (not to be unreasonably withheld or delayed). Licensee shall also be responsible for concatenating applicable Licensor logos and any associated costs thereof. In any event, the number of Copies and Advertising Materials delivered to Licensee in connection with an Included Program shall be in Licensor’s sole discretion. 8.2 Within thirty (30) days following the last day of the Term, Licensee shall at Licensor’s election either return all Copies to Licensor or erase or degauss all such Copies and supply Licensor with a certification of erasure or degaussing of such. 8.3 Licensee...
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PHYSICAL MATERIALS AND TAXES. [Delivery. At least __________ days prior to the Availability Date for each Included Program (or earlier if mutually agreed upon by the parties), Licensor shall, at Licensor’s election, make available to Licensee either a Digibeta tape, HDCam master, or an encoded mezzanine digital file (each Digibeta, HD Cam or digital file, a “Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined below) and available music cue sheets. All costs to create tape or file duplication copies and Advertising Materials shall be borne solely by Licensee at Licensor’s standard, universally applied rates up to a total cost of [$___] per Included Program; provided, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included for the benefit of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Return. Within thirty (30) days following the last day of the License Period with respect to each Included Program, or expiration or early termination (as permitted herein) of this Agreement, Licensee shall erase or degauss all such Copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)), except for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) ye...
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PHYSICAL MATERIALS AND TAXES. For each Included Program, Licensor shall make available to Licensee at least thirty (30) days (in the case of Current Films) or sixty (60) days (in the case of all other Included Programs) prior to the Availability Date for such Included Program two (2) encoded digital files (each, a “Copy”), together with available Advertising Materials (defined at Schedule A, Section 12.1) and music cue sheets. Licensor shall use good faith efforts to ensure that each Copy is in accordance with the specifications set forth in Schedule J. Licensee shall pay to Licensor an administrative fee (“Administrative Fee”) for all Copies (including each language version provided hereunder) of each Included Program made available by Licensor as follows: Feature Films 60’ Series 30’ Series 3 Languages Files US$590 US$325 US$295 US$165 US$150 US$80 2 Languages Files US$440 US$235 US$270 US$150 US$145 US$80 Licensee shall pay the Administrative Fee for each Included Programs by no later than 30 days prior to the Availability Date for such Included Program. For the avoidance of doubt, Licensee shall only be charged one Administrative Fee for each Included Program. To the extent Licensee requires digital files which deviate from the Copy specifications or requires tape masters, Licensor will issue an access letter to Licensee for the appropriate materials and Licensee will be responsible for encoding or transcoding, handling and delivery and the associated costs. Licensee shall also be responsible for reformatting available audio/subtitle files outside the specifications provided herein, and the associated cost, which cost, for the avoidance of doubt, are not included in the Administrative Fee. In no event shall Licensor be required to deliver Copies in any Licensed Language version other than the original language version. To the extent available, Licensor will provide Spanish and Portuguese subtitle files and Spanish and Portuguese audio tracks. If Licensor makes a program available for which Licensor does not have available a Copy dubbed or subtitled in Spanish and/or Portuguese, and Licensee wishes to license such program as an Included Program hereunder, then at Licensor’s election, Licensee shall have the right to create such dubbed or subtitled Licensed Language version at Licensee’s sole cost. If Licensee creates such version, it shall do so in strict accordance with all third party contractual restrictions provided to Licensee by Licensor and Licensor’s technical specifications...
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PHYSICAL MATERIALS AND TAXES. 8.1 Except to the extent Included Programs are served to Customers by Sonic Solutions without Licensee obtaining Copies thereof, within thirty (30) days following (a) the last day of the last VOD License Period with respect to each VOD Included Program and (b) the DHE Avail Term with respect to each DHE Included Program, Licensee shall at Licensor’s election either return all copies to Licensor or erase or degauss all such copies and supply Licensor with a certification of erasure or degaussing of such. 8.2 Except to the extent Included Programs are served to Customers by Sonic Solutions without Licensee obtaining Copies thereof, in the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officer.
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PHYSICAL MATERIALS AND TAXES. Subject to the Servicing Fee set forth below, Licensor will deliver, by each Included Program’s Availability Date, at its expense all Included Programs and Advertising Materials per the specifications set forth in the content partner guidebook (that has been provided to Licensor, and as may be updated from time-to-time by Licensee) (each, a “Copy”) and metadata associated with the Included Programs and Advertising Materials in accordance with the encoding instructions and other mutually-agreed specifications provided by Licensee. Licensor will deliver each Copy with 1080p masters with Dolby 5.1 audio for all content for which such masters are available, and for any content not produced in 1080p, the highest quality video and audio available in mutually-agreed specification(s)
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PHYSICAL MATERIALS AND TAXES. Licensor shall deliver to Licensee, and Licensee will receive and ingest from Licensor, an encoded digital file or tape (in the Licensed Language if available) in Licensor’s predetermined specifications (each, a “Copy”) and Advertising Materials to the extent cleared and available for each Included Program. The specifications are as follows:
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PHYSICAL MATERIALS AND TAXES. 8.1 Licensor shall deliver to Licensee, and Licensee will receive and ingest from Licensor, an encoded digital file or tape (in the Licensed Language if available) in Licensor’s predetermined specifications (each, a “Copy”) and Advertising Materials to the extent cleared and available for each Included Program. The specifications are as follows: (a) Video Spec: 20mbps Stereo + Stereo MPEG-2 PS, (b) Frame rate: 29.97, (c) Video Mode Scan:
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PHYSICAL MATERIALS AND TAXES. 6.1 Licensor shall deliver or otherwise make available to Licensee, upon signature and execution of this Agreement, a digital file (“File Copy,”) together with metadata, posters or thumbnails, available Advertising, Press Release Materials and Trailers, to the extent cleared and available. File Copies provided by Licensor will be based on Licensee’s specifications, and any costs related thereto shall be borne by Licensor. Delivery of the File Copies to an FTP folder or similar, will be agreed with Licensee and will be at Licensor’s expense. Encoding, transcoding, and profiling will be for Licensee’s expense. 6.2 Within thirty (30) days following the last day of the License Period with respect to each Included Program, Licensee shall at Licensor’s request erase all such Copies. 6.3 Each Copy of the Included Programs and all Advertising Materials are the property of Licensor, subject only to the limited right of use expressly permitted herein, and Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach thereto. 6.4 In no event shall Licensor be required to deliver Copies in any language version other than the original language version. 6.5 Licensor shall send notice to email: Xxxxxxxxxxxxxxx0@xxxxx.xxx when it uploads the content materials to the FTP or any file sharing platform for Licensee to download.
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PHYSICAL MATERIALS AND TAXES 
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Related to PHYSICAL MATERIALS AND TAXES

  • MATERIALS AND WORKMANSHIP (a) All equipment, material, and articles incorporated into the work covered by this Agreement shall be new and of the most suitable grade for the purpose intended, unless otherwise specifically provided in this Agreement. (b) Seller shall obtain Company approval of the machinery and mechanical and other equipment to be incorporated into the work. When required by Company, Seller shall also obtain Company's approval of the material or articles which Seller contemplates incorporating into the work. When so directed, Seller shall submit samples for approval at Seller's expense. Machinery, equipment, material, and articles that do not have the required approval shall be installed or used at the risk of subsequent rejection. (c) References in the specifications or drawings to equipment, material, articles, or patented processes by trade name, make, or catalog number, shall be regarded as establishing a standard of quality and shall not be construed as limiting competition. Seller may, with Company's written approval, use any equipment, material, article, or process that is equal to that specified, unless the words "No Substitution" follow the listing of the item in the specifications or drawings. Unless otherwise agreed, modifications due to use of “or equal” supplies, is at Seller’s expense. (d) All work under this Agreement shall be performed in a skillful and workmanlike manner. Company may require, in writing, Seller to remove from the work any employee Company deems incompetent, careless, or otherwise objectionable.

  • Quality of Materials and workmanship The Contractor shall ensure that the Construction, Materials and workmanship are in accordance with the requirements specified in this Agreement, Specifications and Standards and Good Industry Practice.

  • Materials and Improvements Title to materials, improvements, and other property required of PURCHASER by this contract shall vest in and become the property of STATE at the time such are furnished by PURCHASER and accepted by STATE. Only materials, improvements, and property free and clear of liens, claims, and encumbrances shall be furnished by PURCHASER. All existing improvements located on State land, and any improvements placed on State land by PURCHASER which become the property of STATE, shall be safeguarded by PURCHASER. If such improvements are injured, damaged, or removed from the areas of operations by PURCHASER or by contractors of PURCHASER, such improvements shall be repaired (or replaced, in the event of removal,) as soon as possible by PURCHASER, without cost to STATE.

  • Materials and Methods 86 2.1 PARTICIPANTS 87 We used baseline measurements from a convenience sample of participants in previous (3) and 88 ongoing cohort studies investigating the effects of rehabilitation on balance responses (Table 1). PD 89 participants were mild-moderate with bilateral symptoms (Xxxxx and Xxxx stage 2-3 (13)). All 90 participants provided written informed consent and all study procedures were approved by Institutional 91 Review Boards at the Georgia Institute of Technology and Emory University.

  • Materials and Equipment ‌ Material means property that may be consumed or expended during performance, component parts of a higher assembly, or items that lose their individual identity through incorporation into an end item. Equipment means a tangible item that is functionally complete for its intended purpose, durable, nonexpendable, and needed for performance. Materials and Equipment shall be priced in accordance with the terms of the task order award, contract type, and applicable FAR and agency-specific regulatory supplements. Unless otherwise directed by task order terms and conditions, the Contractor may apply indirect costs to materials and equipment consistent with the Contractor’s usual accounting practices.

  • Materials and Supplies The cost of materials and supplies is allowable. Purchases should be charged at their actual prices after deducting all cash discounts, trade discounts, rebates, and allowances received. Withdrawals from general stores or stockrooms should be charged at cost under any recognized method of pricing, consistently applied. Incoming transportation charges are a proper part of materials and supply costs.

  • MARKETING MATERIALS AND REPRESENTATIONS (a) The Participant represents and warrants that it will not make any representations concerning a Fund, Creation Units or Shares, other than those consistent with the Prospectus or any Marketing Materials (as defined below) furnished to the Participant by the Distributor. (b) The Participant agrees not to furnish, or cause to be furnished by it or its employees, to any person, or to display or publish, any information or materials relating to a Fund or the Shares, including, without limitation, promotional materials and sales literature, advertisements, press releases, announcements, statements, posters, signs or other similar materials (“Marketing Materials”), unless (i) such Marketing Materials: (a) are either furnished to the Participant by the Distributor, or (b) if prepared by the Participant, are consistent in all material respects with the Prospectus, and clearly indicate that such Marketing Materials are prepared and distributed by the Participant, and (ii) Participant and such Marketing Materials prepared by the Participant comply with applicable FINRA rules and regulations. The Participant shall file all such Marketing Materials that it prepares with FINRA, if required by applicable laws, rules or regulations. (c) The Trust represents and warrants that (i) the Prospectus is effective, no stop order of the SEC has been issued, no proceedings for such purpose have been instituted or, to its knowledge, are being contemplated; (ii) the Prospectus conforms in all material respects to the requirements of all applicable law, and the rules and regulations of the SEC thereunder and does not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iii) the Shares, when issued and delivered against payment of consideration thereof, as provided in this Agreement, will be duly and validly authorized, issued, fully paid and non-assessable and free of statutory and contractual preemptive rights, rights of first refusal and similar rights; (iv) no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body is required for the issuance and sale of the Shares, except the registration of the Shares under the 1933 Act; (v) Shares will be approved for listing on a national exchange; (vi) it will not lend Fund securities pursuant to any securities lending arrangement that would prevent the Trust from settling a Redemption Order when due; (vii) any and all Marketing Materials prepared by the Trust and provided to the Participant in connection with the offer and sale of Shares shall comply with applicable law, including without limitation, the provisions of the 1933 Act and the rules and regulations thereunder and applicable requirements of FINRA, and will not contain any untrue statement of a material fact related to a Fund or the Shares or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and (viii) it will not name the Participant in the Prospectus, Marketing Materials, or on the Fund’s website without the prior written consent of Participant, unless such naming is required by law, rule, or regulation. (d) Notwithstanding anything to the contrary in this Agreement, the term Marketing Materials shall not include (i) written materials of any kind that generally mention a Fund without recommending the Fund (including in connection with a list of products sold through Participant or in the context of asset allocations), (ii) materials prepared and used for the Participant’s internal use only, (iii) brokerage communications, including correspondence and institutional communications, as defined under FINRA rules, prepared by the Participant in the normal course of its business, and (iv) research reports; provided, however, that any such materials prepared by Participant comply with applicable FINRA rules and regulations and other applicable laws, rules and regulations.

  • DEVELOPMENTAL REQUIREMENTS The Personal Development Plan (PDP) for addressing developmental gaps is attached as Annexure B.

  • Return of Materials at Termination In the event of any termination or cessation of his employment with Employer for any reason, Employee shall promptly deliver to Employer all documents, data and other information derived from or otherwise pertaining to Confidential Information. Employee shall not take or retain any documents or other information, or any reproduction or excerpt thereof, containing or pertaining to any Confidential Information.

  • Environmental Compliance and Reports Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower’s part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Lender promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality concerning any intentional or unintentional action or omission on Borrower’s part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. Additional Assurances. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests.

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