Programming Supply Commitment Clause Samples

Programming Supply Commitment. With respect to each O&O Program ----------------------------- Service, TCI shall, or shall cause the applicable O&O Subsidiary to, offer to provide such Programming Service to the Company for distribution to the subscribers of its Satellite Business ("Satellite Subscribers") in the Territory on most-favored-customer terms and conditions ("MFN") (the foregoing being referred to herein as, TCI's "Programming Commitment"). The Company's distribution to its Satellite Subscribers of each O&O Program Service offered to and accepted by it shall be subject to a term-by-term MFN against all other distributors distributing such O&O Program Service by means of the same technology to a number of subscribers that is equal to or less than the number of Satellite Subscribers of such O&O Program Service (a "Comparable Distributor") (i.e., a size-based MFN), on the material terms, provisions, covenants and consideration given to or accepted from any of such distributors, taken as a whole. After giving effect to the foregoing, it is the intent of the parties that the Company's rates for the O&O Program Services in its Satellite Business shall not be higher than the lowest rate(s) given to any Comparable Distributor in the same distribution technology. The availability of any such rate(s) may be subject to conditions that are logically linked to such lower rate(s), and which conditions provide a direct, immediate or foreseeable, economic and quantifiable benefit to TCI or the applicable O&O Subsidiary (e.g. packaging and other pricing features, channel placement discounts, multiple service carriage incentives, tiering rate(s) or volume discounts). Notwithstanding the foregoing, any such condition must relate exclusively to the O&O Program Service for which such lower rate(s) is offered. If a more favorable term is given to or accepted from any Comparable Distributor of an O&O Program Service, then TCI shall promptly notify the Company of such more favorable term and shall, or shall cause the applicable O&O Subsidiary to, offer the Company such more favorable term for the same amount of time that such more favorable term is or was available to such distributor for such O&O Program Service. The Company shall accept or reject such more favorable term within thirty (30) days of receipt of notice from TCI, and if the Company does not accept or reject such more favorable term within such thirty (30)-day period, then the Company shall be deemed to have rejected such more favorable...