Common use of Clearances for Digital Distribution Clause in Contracts

Clearances for Digital Distribution. Subject to Section 8.13(a), Licensor shall use commercially reasonable efforts to obtain (by the availability date for each item of Licensed Content under Section 7.1), all Clearances necessary for the exercise of the Licensed Rights by means of digital distribution by Licensee in the Licensed Media during the Term in the Territory of each such item of Licensed Content. As more fully described in Sections 7.2(a) and 7.2(b), each Availability Notice and Library Availability Notice shall specify any applicable Clearances that have not been obtained with respect to the Licensed Content set forth therein, notwithstanding such efforts. Licensee may from time to time (but no more frequently than monthly) request in writing that Licensor or an Affiliate thereof obtain any Clearances necessary for the exercise of the Licensed Rights by means of digital distribution in the Licensed Media by Licensee during the Term in the Territory of one or more items of Licensed Content, which request shall include Licensee’s reasonably desired Broadcast schedule and the applicable Licensed Media for which Clearances are required with respect to such items of Licensed Content. Upon receipt of such request, and subject to Section 8.13(a), Licensor shall use commercially reasonable efforts to obtain the requested Clearances in a timely fashion so as to permit Licensee to Broadcast such Licensed Content in the applicable Licensed Media in accordance with the desired Broadcast schedule. Licensor shall notify Licensee of the costs of any such requested Clearances, and Licensee shall pay such costs directly, and Licensor’s obligation to obtain such Clearances is expressly subject to Licensee’s payment of such costs. Licensor shall not have the ability to commit Grupo Televisa to any of the costs with respect to any item of Licensed Content referenced in Section 8.13(a), unless (i) Licensee gives prior approval; or (ii) Grupo Televisa (or any permitted sublicensee) Broadcasts such item of Licensed Content.