DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) During the Term, Network, at its expense, shall deliver a signal of the Service by transmitting it via a domestic satellite commonly used for transmission of television programming at Network's sole cost and expense on a full-time basis 24 hours per day, 7 days per week, 365 days per year. 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") stream of data within a six (6)-megahertz band and shall consist of a resolution of no less than 480i to be considered a "good quality signal" in accordance with industry standards. Subject to an Event of Force Majeure, any failure by Network to deliver a signal meeting the requirements of this Section 5(a) for more than six (6) hours in any consecutive thirty (30)-day period without the written consent of Affiliate shall be considered a material breach of this Agreement. (b) 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, provided that the Receiving Equipment for all of the Stations initially listed on EXHIBITS A-1 and A-2 shall not exceed, in the aggregate, seventy thousand dollars ($70,000) (the "EQUIPMENT REIMBURSEMENT CAP"); it being understood that the Equipment Reimbursement Cap shall not apply to any Acquired Stations that transmit the signal of the Service pursuant to Section 3 of this Agreement. In addition, in the event Network changes the satellite technology in such a manner that the signal of the Service cannot be received or utilized by a Station utilizing then-installed equipment, then, with respect to such Station only, Network, at its option, shall either reimburse Affiliate for costs incurred to purchase, or shall supply to Affiliate, Receiving Equipment necessary for each affected Station to continue to receive and distribute the signal of the Service, it being understood that the Equipment Reimbursement Cap shall not apply to such situation. 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 TV Households in each Station's DMA. In addition, each Station shall be responsible, at its sole expense, for installing, maintaining or repairing the Receiving Equipment during the Term. Affiliate shall cause each of the Stations to maintain and repair the Receiving Equipment in good working condition, at its sole cost, as necessary and appropriate to maintain the ability of the Receiving Equipment to receive the signal of the Service without interruption during the Term. (c) Each Station transmitting the Service shall transmit a principal video and audio signal of the Service of a technical quality reasonably comparable to the higher of the quality of the Primary Feed or the quality of any other multicast feed transmitted by such Station, 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 audio signal of the Service as delivered by Network hereunder. (d) Each Station shall provide Network with up to 2.0 mbps to transmit the Service on a full-time basis 24 hours per day, 7 days per week, 365 days per year, provided that any Station that provides less than 2.0 mbps to transmit the Service at any time shall provide sufficient bandwith to deliver at all times the signal of the Service as delivered by Network in a manner such that the signal is not degraded in any manner perceptible by the average viewer. Network acknowledges and agrees that Affiliate may employ statistically multiplexing so long as such statistical multiplexing does not result in a degradation of the Service signal that is perceptible by the average viewer. Except for a 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 of 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). In addition, Network shall have the right to use, and Affiliate shall transmit, those portions of the Service signal that are related to or enhance the Service programming as long as such related elements or enhancements do not materially adversely interfere with the average viewer's perception of the principal video and accompanying audio components of the Service. (f) Affiliate shall use commercially 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 expressly authorize others to, tape or otherwise reproduce any part of the Service without Network's prior written consent. Affiliate and each Station shall take the same security measures to prevent the unauthorized or otherwise unlawful copying or taping of the Service (or any portion thereof) by others as it takes to protect the Primary Feed or any other multicast feed transmitted by such Station. The foregoing shall not be deemed to prohibit home taping, downloading or other copying by anyone viewing the Service; provided, however, that Affiliate shall not promote home taping, downloading or other copying of the Service. Affiliate shall not be liable for any copyright infringement of any content contained in the Service (including any music, video or other content) by any third party accessing the Service via Broadcast Television, provided that the Stations pass through the content of the Service without alteration. (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 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) Affiliate and Network shall work cooperatively with one another to seek distribution of the Service to TV Households with and through broadcast television stations that are members of the Program Purchasing Corporation within sixty (60) days of the execution of this Agreement by both parties hereto.
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DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) During the Term, Network, at its expense, shall deliver a 24 hours per day, 7 days per week signal of the Service by transmitting it via a AMC-3 or another domestic satellite commonly used for transmission of television programming at Network's sole cost and expense on a full-time basis 24 hours per day, 7 days per week, 365 days per yearto Broadcast Television stations. The signal of the Service, including any program-related data and enhancements, shall be contained in no more than a 2.0 5.0 megabits-per-second ("MBPS"“mbps”) stream of data within a six (6)-megahertz band and shall consist of a resolution of no less than 480i to be considered a "good quality signal" in accordance with industry standards480 x 720i. Subject to an Event of Force MajeureNetwork’s failure, any failure by Network for reasons other than force majeure, to deliver a signal meeting the requirements of this Section 5(a) for more than six twelve (612) hours in any consecutive thirty (30)-day 30) day period without the written consent of Affiliate shall be considered constitute a material breach of this Agreement, not subject to the cure provisions of Section 10(d); provided, however that Affiliate shall provide Network with notice of each event in which Network fails to deliver a signal meeting the requirements of this Section 5(a) as soon as reasonably practicable.
(b) EXHIBIT Exhibit C sets forth the specific equipment necessary for each Station to receive the signal of the Service (the "RECEIVING EQUIPMENT"“Receiving Equipment”). At Affiliate’s option, Network shall furnishfurnish and install, at its expense, or reimburse Affiliate for its cost of furnishing and installing, the Receiving Equipment to each Station that transmits the Service, provided that the Receiving Equipment for all of the Stations initially listed on EXHIBITS A-1 and A-2 Exhibit A shall not exceed, in the aggregate, seventy one hundred twenty-five thousand dollars ($70,000125,000.00) (the "EQUIPMENT REIMBURSEMENT CAP"); it being understood that the “Equipment Reimbursement Cap shall not apply to any Acquired Stations that transmit the signal of the Service pursuant to Section 3 of this AgreementCap”). In addition, in the event Network changes the satellite technology in such a manner that the signal of the Service cannot be received or utilized by a Station utilizing then-installed equipment, then, with respect to such Station only, Network, at its At Affiliate’s option, Network also shall either furnish and install, or reimburse Affiliate for costs incurred to purchase, or shall supply to Affiliateits cost of furnishing and installing, Receiving Equipment necessary for each affected any Acquired Station not transmitting the Service at the time of acquisition by Affiliate, at a cost not to continue to receive and distribute the signal of the Service, it being understood that the Equipment Reimbursement Cap shall not apply to such situationexceed three thousand five hundred dollars ($3,500.00). 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 TV Households in each Station's ’s DMA. In addition, each Station shall be responsible, at its sole expense, for installing, maintaining or repairing the Receiving Equipment during the Term. Affiliate shall cause each of the Stations to maintain and repair the Receiving Equipment in good working condition, at its sole cost, as necessary and appropriate to maintain the ability of the Receiving Equipment to receive the signal of the Service from its initial satellite and transponder without interruption during the Term. If Network changes the satellite, transponder or encryption method used to transmit the Service and if the Receiving Equipment or other existing equipment will not be suitable for receiving the Service after the changes are implemented, with respect to such Station(s), Network agrees to furnish and install at its expense, or reimburse Affiliate for its reasonable cost of furnishing and installing, Receiving Equipment suitable for receiving the Service after the changes are implemented, without regard to the Equipment Reimbursement Cap; provided, however, that with respect to new equipment made necessary by a satellite, transponder or encryption method change, which equipment may be used to receive the signals of other television services carried by such Station, Network shall be obligated to reimburse Affiliate only for Network’s pro-rata share of the cost of such equipment (based on the total number of television services being received by such affected System and utilizing such new equipment within ninety (90) days of the effective date of such change).
(c) Each Station transmitting the Service shall transmit a principal good-quality video and audio signal of the Service of a technical quality reasonably comparable to the higher of the quality of the Primary Feed or the quality of any other multicast feed transmitted by such StationService, 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 audio signal of the Service as delivered by Network hereunder.
(d) Each Station shall provide Network with up to 2.0 mbps agrees to transmit the Service on a full-time basis 24 hours per day, 7 days per week, 365 days per yearexcept in cases of force majeure, emergency broadcasts, when a Station’s Primary Feed is not being transmitted, as provided that any in 4(c) above, or when a Station that provides must stop broadcasting for maintenance or repairs. Each Station will provide Network with up to 5.0 mbps, but, at all times, not less than 2.0 mbps to transmit the Service at any time shall provide sufficient bandwith to deliver at all times the signal mbps, for this purpose, except as required in infrequent and exceptional circumstances resulting from a Station’s carriage of the Service as delivered by Network in a manner primary television network with which such that the signal Station is not degraded in any manner perceptible by the average viewer. Network acknowledges affiliated with regard to its Primary Feed (e.g., ABC, CBS, NBC and agrees that Affiliate may employ statistically multiplexing so long as such statistical multiplexing does not result in a degradation of the Service signal that is perceptible by the average viewerFox). Except for a Station's ’s Local Advertising Time and Local Programming, station identification messages, and as except provided in 4(c) and 4(e) above, 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 agrees to all signal distribution capacity contained transmit SCTE 35-compliant DPI commands within the bandwidth Service that will trigger insertion of Local Advertising and rejoin commands to signal the signal return to Network programming. Network also will deliver a separate set of SCTE 35-compliant commands to trigger local insertion and removal of station identification messages on the Servicehour, including the program and system information protocol, audio subcarriers station logos before 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)after commercial breaks. In additionTo ensure clean switching, Network shall have will ensure that switch commands occur coincident with transmission of an “I”-frame from the right to use, and Affiliate shall transmit, those portions of the Service signal that are related to or enhance the Service programming as long as such related elements or enhancements do not materially adversely interfere with the average viewer's perception of the principal video and accompanying audio components of the Servicenetwork MPEG 2 encoder.
(f) Affiliate shall use commercially reasonable efforts to require any MVPD in the DMA Each Station that is transmitting the signal of transmits the Service to make may superimpose over the programming on the Service available on such MVPD's most highly penetrated level of digital servicea transparent station identification logo/“bug” that does not materially interfere with the Service or any graphics or other data therein.
(g) Except as otherwise permitted herein, Affiliate shall not itself, and shall not expressly authorize others to, tape or otherwise reproduce any part of the Service without Network's prior written consent. Affiliate and each Station shall take the same security measures to prevent the unauthorized or otherwise unlawful copying or taping of the Service (or any portion thereof) by others as it takes to protect the Primary Feed or any other multicast feed transmitted by such Station. The foregoing shall not be deemed to prohibit home taping, downloading or other copying by anyone viewing the Service; provided, however, Network acknowledges that Affiliate shall not promote home tapingand the Stations do not, downloading or other copying as of the Service. Affiliate shall not be liable for Effective Date, take any copyright infringement of any content contained in the Service (including any music, video or other content) by any third party accessing the Service via Broadcast Television, provided that the Stations pass through the content of the Service without alterationsuch security measures.
(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 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) Affiliate and Network shall work cooperatively with one another to seek distribution of the Service to TV Households with and through broadcast television stations that are members of the Program Purchasing Corporation within sixty (60) days of the execution of this Agreement by both parties hereto.
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