DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) AFFILIATE shall cablecast the Service(s) commencing on or about the dates shown on Schedule 1, as such Schedule 1 may be amended from time to time. AFFILIATE shall distribute the Service(s) without any editing, delay, additions, alterations or deletions. However, with respect to each System that has at least forty thousand (40,000) Service Subscribers, AFFILIATE may select either THE BOX Primary Service or THE BOX Satellite Service. (b) If AFFILIATE exhibits and distributes THE BOX Primary Service, THE BOX shall own, deliver, install and maintain the necessary programming insertion equipment (collectively, the "Unit") and AFFILIATE shall make available sufficient space and power for housing the Unit. For each Unit, AFFILIATE shall provide sufficient space for the one meter satellite dish required to receive THE BOX Primary Service. Each Unit shall provide THE BOX signal which AFFILIATE shall receive, process and cablecast throughout its System(s). THE BOX and AFFILIATE shall each use their respective commercially reasonable efforts to maintain a high quality of signal transmission of THE BOX Primary Service. AFFILIATE shall permit an authorized representative of THE BOX 24 hour access to the Unit, for inspection, repairs and maintenance. (c) AFFILIATE understands and acknowledges that reliable performance of THE BOX Primary Service requires adequate and appropriate satellite receiving equipment. Accordingly, at THE BOX's option, THE BOX may: (i) use the satellite receiving equipment of AFFILIATE; or (ii) at THE BOX's sole cost and expense, install and maintain its own antenna and satellite receiving equipment (the "Receiving Equipment") at the head-end of each of the System(s). THE BOX shall retain all right, title and interest in, and ownership of, the Receiving Equipment. AFFILIATE shall permit an authorized representative of THE BOX 24 hour access to the Receiving Equipment for inspection, repairs and maintenance. (d) If AFFILIATE exhibits and distributes THE BOX Satellite Service, THE BOX Satellite Service shall be transmitted, at THE BOX's sole cost and expense, via a domestic communications satellite used principally for transmission of cable televised programs. THE BOX and AFFILIATE shall each use their respective commercially reasonable efforts to maintain a high quality of signal transmission of THE BOX Satellite Service. THE BOX shall give AFFILIATE no less than sixty (60) days written notice of any proposed change of signal transmission or of a change of satellite on which THE BOX Satellite Service is transmitted.
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Sources: Service Affiliation Agreement (Box Worldwide Inc), Service Affiliation Agreement (Lenfest Communications Inc)
DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) AFFILIATE During the Term, Network, at its expense, shall cablecast deliver a 24 hours per day, 7 days per week signal of the Service(sService by transmitting it via AMC-3 or another domestic satellite commonly used for transmission of television programming. The signal of the Service, including any program-related data and enhancements, shall be contained in no more than a 2.0 megabits-per-second (“mbps”) commencing on or about the dates shown on Schedule 1, as such Schedule 1 may stream of data within a six (6)-megahertz band and shall consist of a resolution of no less than 480i to be amended from time to time. AFFILIATE shall distribute the Service(s) without any editing, delay, additions, alterations or deletions. However, considered a “good quality signal” in accordance with respect to each System that has at least forty thousand (40,000) Service Subscribers, AFFILIATE may select either THE BOX Primary Service or THE BOX Satellite Serviceindustry standards.
(b) If AFFILIATE exhibits and distributes THE BOX Primary Exhibit C sets forth the specific equipment necessary for each Station to receive the signal of the Service (the “Receiving Equipment”). Network shall furnish, at its expense, the Receiving Equipment to each Station that transmits the Service, THE BOX provided that the Receiving Equipment for all of the Stations initially listed on Exhibit A shall ownnot exceed fifteen thousand dollars ($15,000.00) per individual Station (the “Station Reimbursement Cap”) or two hundred ninety thousand dollars ($290,000), deliverin the aggregate, install for all Stations. In the event that the cost of the Receiving Equipment for any individual Station exceeds, in the aggregate, the Station Reimbursement Cap, Network may, in its sole discretion, elect to pay all costs to purchase such equipment. If Network chooses not to purchase such equipment, then Affiliate may elect to pay all costs exceeding the Station Reimbursement Cap for such Station, in which case Network shall remain responsible for the cost of such equipment up to the Station Reimbursement Cap. If Network chooses not to purchase such equipment and Affiliate elects not to pay all costs exceeding the Station Reimbursement Cap for such Station, the pertinent Station shall be deleted from this Agreement and Network shall thereafter have the right to license the transmission of the Service to another broadcast television station or MVPD in such DMA, including on an exclusive basis. Affiliate, at its expense, shall furnish all other equipment and facilities necessary for the receipt of the satellite transmission of the signal of the Service and the delivery of such signal to those TV Households in each Station’s DMA which are capable of receiving such Station’s broadcast signal. Affiliate shall cause each of the Stations to maintain the Receiving Equipment in good working condition, at Network’s sole cost, as necessary programming insertion equipment (collectively, and appropriate to maintain the "Unit") and AFFILIATE shall make available sufficient space and power for housing ability of the Unit. For each Unit, AFFILIATE shall provide sufficient space for the one meter satellite dish required Receiving Equipment to receive THE BOX Primary Service. Each Unit shall provide THE BOX the signal which AFFILIATE shall receive, process and cablecast throughout its System(s). THE BOX and AFFILIATE shall each use their respective commercially reasonable efforts to maintain a high quality of signal transmission of THE BOX Primary Service. AFFILIATE shall permit an authorized representative of THE BOX 24 hour access to the Unit, for inspection, repairs and maintenanceService without interruption during the Term.
(c) AFFILIATE understands Subject to paragraph (d) below, each Station transmitting the Service shall transmit a principal video and acknowledges that reliable performance of THE BOX Primary Service requires adequate and appropriate satellite receiving equipment. Accordingly, at THE BOX's option, THE BOX may: (i) use the satellite receiving equipment of AFFILIATE; or (ii) at THE BOX's sole cost and expense, install and maintain its own antenna and satellite receiving equipment (the "Receiving Equipment") at the head-end of each audio signal of the System(s). THE BOX shall retain all right, title and interest in, and ownership of, the Receiving Equipment. AFFILIATE shall permit an authorized representative Service of THE BOX 24 hour access a technical quality at least comparable to the Receiving Equipment for inspectionlower of the quality of the Primary Feed or the quality of any other multicast feed transmitted by such Station, repairs but in no event shall such Station be required to deliver a signal of a technical quality higher than the technical quality of the video and maintenanceaudio signal of the Service as delivered by Network hereunder.
(d) If AFFILIATE exhibits Each Station shall provide Network with 2.0 mbps to transmit the Service on a full-time basis 24 hours per day, 7 days per week; provided that, each Station shall have the right to remodulate and/or reduce the bit rate of the signal of the Service as long as such technological manipulation does not degrade or adversely interfere with the audio or video Signal of the Service in a manner perceptible by the average Service viewer and/or to the extent reasonably necessary to comply with contractual obligations with the pertinent Primary Network; provided that in each case (i) Affiliate notifies Network either before or, if prior notification is impossible, as soon as reasonably practicable after Affiliate exercises such right (provided that failure to provide such notice shall not be a breach of this Agreement), (ii) Affiliate does not exercise such right in a manner intended to frustrate its obligations or Network’s rights hereunder, (iii) the exercise of such right is limited to the greatest extent possible, (iv) Affiliate does not exercise such right arbitrarily, or as a consequence of a dispute with Network, and distributes THE BOX Satellite Service, THE BOX Satellite Service shall be transmitted, at THE BOX's sole cost and expense, via a domestic communications satellite used principally for transmission of cable televised programs. THE BOX and AFFILIATE shall each use their respective (v) Affiliate uses commercially reasonable efforts to maintain restore the signal to its original state as soon as commercially practicable. Except for a high quality Station’s Local Advertising Time and Local Programming, each Station shall transmit the Service without alteration, editing or delay. Except as expressly provided herein, at no time during the Term may Affiliate cease to transmit the Service as provided herein.
(e) Network retains and reserves any and all rights in and to all signal distribution capacity contained within the bandwidth of the signal transmission of THE BOX Satellite the Service, including the program and system information protocol, audio subcarriers and all other distribution capacity contained within the bandwidth of the signal of the Service between Network’s uplink facilities and each Station’s downlink facility(ies). THE BOX In addition, Network shall give AFFILIATE no less than sixty have the right to use, and Affiliate shall transmit, those portions of the Service signal that are directly related to and enhance the Service programming.
(60f) days Affiliate shall use reasonable efforts to require any MVPD in the DMA that is transmitting the signal of the Service to make the Service available on such MVPD’s most highly penetrated level of digital service.
(g) Except as otherwise permitted herein, Affiliate shall not itself, and shall not authorize others to, tape or otherwise reproduce any part of the Service without Network’s prior written notice consent. Affiliate and each Station shall take the same security measures, if any, to prevent the unauthorized or otherwise unlawful copying or taping of the Service (or any proposed change portion thereof) by others as it takes to protect any other multicast feed transmitted by such Station. The foregoing shall not be deemed to prohibit home taping by anyone viewing the Service for private, non-commercial use; provided, however, that Affiliate shall not promote home taping of the Service.
(h) Each Station that transmits the Service may superimpose over the programming on the Service, at the top of the hour, a transparent station identification “bug” on the viewing screen of the Service identifying the call letters and city of license of such Station in accordance with applicable federal law; provided that the size, form and placement of such “bug” shall be mutually agreed upon by Network and Affiliate prior to such superimposition, and such “bug” does not materially interfere with any graphics or other data on the Service.
(i) Notwithstanding anything to the contrary contained herein, subject to material compliance with all rules and regulations of the FCC and the licenses and permits, including any special temporary authority, issued by the FCC concerning the pertinent Station, Affiliate shall determine, in its sole discretion, the power level at which each Station’s digital signal transmission or of a change of satellite on which THE BOX Satellite Service is transmittedwill be broadcast.
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