Common use of Proposed Transaction Notice Clause in Contracts

Proposed Transaction Notice. If Licensee desires to enter into any Sublicensing Arrangement for digital distribution, Licensee shall provide a notice of the proposed Sublicensing Arrangement to the general counsel, chief financial officer and head of digital distribution of Licensor, which notice shall contain the identity of the counterparty and a summary of all other material relationships regarding Audiovisual Content with the sublicensee under such proposed Sublicensing Arrangement. Licensee shall also provide only to the general counsel an unredacted copy of the draft agreement or term sheet governing such Sublicensing Arrangement and a copy of the draft agreement or term sheet redacted only so as not to disclose economic and other sensitive terms and conditions (such agreements and description together, the “Proposed Transaction Notice”). The general counsel may make available the unredacted copy of the draft agreement or term sheet only to the deputy general counsel and head counsel for the television department of Licensor and may make available the redacted copy of the draft agreement or term sheet only to such persons as necessary to permit Licensor to decide whether to approve or reject the proposed Sublicensing Arrangement. The general counsel of Licensor shall ensure that no employee or consultant of Licensor involved in digital distribution operations obtains any unredacted copy of the draft agreement or term sheet or any of the redacted information. If Licensee is prohibited from providing Licensor with a copy of the draft agreement or term sheet, then the parties will cooperate in good faith to determine an alternative means of providing Licensor with the requisite information necessary for Licensor to properly evaluate the proposed transaction, without violating any applicable contractual or other restrictions.

Proposed Transaction Notice. If Licensee desires to enter into any Sublicensing Arrangement for digital distribution, Licensee shall provide a notice of the proposed Sublicensing Arrangement to the general counsel (or deputy general counsel, chief financial officer ) and head the contact person of digital distribution of LicensorLicensor appointed pursuant to Section 4.3(a), which notice shall contain the identity of the counterparty and a summary of all other material relationships regarding Audiovisual Content with the sublicensee under such proposed Sublicensing Arrangement, and a confirmation that the Sublicensing Arrangement complies with all General Requirements and Core Controls. Licensee shall also provide only to the general counsel (or deputy general counsel) an unredacted copy of the draft agreement or term sheet governing such Sublicensing Arrangement and a copy of the draft agreement or term sheet redacted only so as not to disclose economic and other sensitive terms and conditions (such agreements and description together, the “Proposed Transaction Notice”). Once a Proposed Transaction Notice for a given Sublicensing Arrangement has been approved, or deemed to have been approved, so long as the material terms (including any of the General Requirements, including the Core Controls) are not modified in any material respect in completing the definitive agreement, no further approval shall be required prior to Licensee entering into the definitive agreement for such Sublicensing Arrangement. In any event, to the extent Licensee is not contractually prohibited from doing so (which prohibitions Licensee will use commercially reasonable efforts to avoid), Licensee shall provide the general counsel (and deputy general counsel) and the contact person of Licensor appointed pursuant to Section 4.3(a) final definitive agreements in redacted and unredacted forms. The general counsel (or deputy general counsel) may make available the unredacted copy of the draft agreement or term sheet and the definitive agreements only to the general counsel or deputy general counsel counsel, as applicable, and head counsel for the television department of Licensor and may make available the redacted copy of the draft agreement or term sheet only to such persons as necessary to permit Licensor to decide whether to approve or reject the proposed Sublicensing Arrangement, provided that the general counsel (or deputy general counsel) shall immediately make the redacted copy of the draft agreement or term sheet available to the contact person of Licensor appointed pursuant to Section 4.3(a). The general counsel of Licensor shall ensure that no employee or consultant of Licensor involved in digital distribution operations (other than the contact person or persons appointed pursuant to Section 4.3(a)) obtains any unredacted copy of the draft agreement or term sheet or definitive agreement or any of the redacted information. If Licensee is prohibited from providing Licensor with a copy of the draft agreement or term sheet, then the parties will cooperate in good faith to determine an alternative means of providing Licensor with the requisite information necessary for Licensor to properly evaluate the proposed transaction, without violating any applicable contractual or other restrictions.