Common use of Favorable Terms Clause in Contracts

Favorable Terms. Network agrees that if it gives or offers, or has given or offered, to any third party (i) a lower net effective rate per subscriber for a Service than Affiliate is paying per Service Subscriber hereunder, (ii) the right to demand an Earthbox with fewer subscribers to the Primary Service in a Cable television system than is provided herein, (iii) a more favorable Promotional Payment, (iv) a more favorable Affiliate Share, (v) a more favorable Guaranteed Amount, or (vi) any other economic or non-economic term, provision, covenant or consideration, that are or is more favorable to such third party than Affiliate is receiving hereunder (clauses (i) through (vi) above, individually and collectively, shall be referred to herein as a "More Favorable Provision"), then Network shall promptly offer such More Favorable Provision to Affiliate for the same amount of time such More Favorable Provision is or was available to such third party. A More Favorable Provision shall not include any pertinent term, provision, covenant or consideration given or offered to any third party, provided it is the identical term, provision, covenant or consideration offered and granted to Affiliate the same number of times at one or more previous points in time. A More Favorable Provision shall include any term, provision, covenant or consideration, regardless of whether there is a corresponding term, provision, covenant or consideration concerning the subject matter of such More Favorable Provision in this Agreement or whether such term, provision, covenant or consideration relates to such third party's entire subscriber base or less than the entire base (e.g., a More Favorable Provision relating to a "test" of "sample" group of subscribers). The calculation of net effective rate shall include all economic and non-economic terms and provisions of an agreement that involve financial or other outlays (excluding contingent liabilities) by either party for the benefit of the other or in direct or indirect connection with the rates for the Services, or that involve direct or indirect consideration payable by either party to the other, such as discounts, credits, marketing support or adjustments of any kind including, but not limited to, actual per subscriber rates, launch reimbursements, advertising support, volume or other discounts, reimbursements, channel position fees, discounts, credits or rebates, pre-payment of loans, deductions for uncollected accounts, market contributions and other incentives, cash payments (whether conditional or not), sales or leases of equipment, studio facility discounts, free or discounted marketing materials, payment terms and other financings. In determining "net effective rates," the actual number of subscribers to each Service (rather than projected or expected subscribers or the number of such third party's subscribers who are not actually subscribers to such Service) will be considered. When comparing the "net effective rates" of Affiliate and any third party distributor of the Services, all subscribers to the Services of Affiliate and each distributor shall first be divided into six (6) classes, and then the "net effective rates" for the subscribers in each class shall be separately compared; the six (6) classes of subscribers to the Services shall be: (A) all subscribers to whom the Primary Service is available full-time but for whom no Fee is paid; (B) all subscribers to whom the Primary Service is available full-time and for whom a Fee is paid; (C) all subscribers to whom the Primary Service is available part-time but for whom no Fee is paid; (D) all subscribers to whom the Primary Service is available part-time and for whom a Fee is paid; (E) all subscribers to whom the Satellite Service (but not the Primary Service) is available; and (F) all subscribers to whom the Primary Service is available full-time and the Satellite Service is also available either full-time or part time, provided only that both Services are available on the first or second most highly penetrated levels of service. Without limiting the foregoing, and for purposes of comparing the actual rate per subscriber to a Service payable by Affiliate to the actual rate per subscriber to such Service payable by a third party distributor of such Service distributing such Service through the use of any television distribution system or enterprise, the penetration of such Service for such third party distributor shall be calculated as if the denominator includes all recipients of any television service through such system or enterprise, regardless of the number of parties distributing television services through such system or enterprise. Network agrees to provide to Affiliate a written certification on each annual anniversary date of this Agreement, signed by a duly authorized officer of Network, stating that Network has satisfied its obligations under this Section 13(f). Notwithstanding the foregoing, the provisions of this Section 13(f) shall not apply to any agreement between Network and any distributor that has expired prior to the date hereof.

Favorable Terms. Network agrees that if it gives or offers, or --------------- has given or offered, to any third party which distributes the Service within the United States, the District of Columbia and/or the territories, possessions and commonwealths of the United States and which has an equivalent or lesser number of subscribers to the Service than Affiliate (calculated in the same manner as Affiliate) (i) a lower net effective rate per subscriber for a Service the service than Affiliate is paying per Service Subscriber hereunder, or (ii) the right to demand an Earthbox with fewer subscribers to the Primary Service in a Cable television system than is provided herein, (iii) a more favorable Promotional Payment, (iv) a more favorable Affiliate Share, (v) a more favorable Guaranteed Amount, or (vi) any other economic or non-economic term, provision, covenant or consideration, that which are or is more favorable to such third party than Affiliate is receiving hereunder (clauses (i) through and (viii) above, individually and collectively, shall be referred to herein as a "More Favorable Provision"), then Network shall will promptly offer such More Favorable Provision to Affiliate for the same amount of time period such More Favorable Provision is or was available to such third party. A More Favorable Provision shall not include Notwithstanding the foregoing, in the event that Network, after the date hereof, grants or offers any pertinent third party any economic or non- economic term, provision, covenant or consideration given in connection with the launch of the Service on any of such third party's cable television systems (a "Third Party Launch Incentive"), and during the Term at some time prior to such third party grant or offer, Network has granted or offered to any third party, provided it is the identical same (or a more favorable) term, provision, covenant or consideration offered and granted to Affiliate the same number of times at one or more previous points in time. A More Favorable Provision Affiliate, then such Third Party Launch Incentive shall include any term, provision, covenant or consideration, regardless of whether there is a corresponding term, provision, covenant or consideration concerning the subject matter of such More Favorable Provision in this Agreement or whether such term, provision, covenant or consideration relates to such third party's entire subscriber base or less than the entire base (e.g., not be a More Favorable Provision relating to a "test" for purposes of "sample" group of subscribersthis Section 14(e). The calculation of net effective rate shall include all economic and non-economic terms and provisions of an agreement that which involve financial or other outlays (excluding contingent liabilities) by either party for the benefit of the other or in direct or indirect connection correlation with the rates for the ServicesService, or that which involve direct or indirect consideration payable paid by either party to the other, such as discounts, credits, marketing support or adjustments of any kind including, but not limited to, actual per subscriber rates, launch reimbursements, advertising support, volume or other discounts, reimbursements, channel position fees, discounts, credits or rebates, pre-pre- payment of loans, deductions for uncollected accounts, market contributions and other incentives, cash payments (whether conditional or not), sales or leases of equipment, studio facility discounts, free or discounted marketing materials, payment terms and other financingsfinancing terms. In determining "net effective rates," the actual number of subscribers to each the Service (rather than projected or expected subscribers or the number of such third party's subscribers who are not actually subscribers to such the Service) will be considered. When comparing the "net effective rates" of Affiliate and any third party distributor of the ServicesIn addition, all subscribers to the Services of Affiliate and each distributor shall first be divided into six (6) classes, and then the "net effective rates" for the subscribers in each class shall be separately compared; the six (6) classes of subscribers to the Services shall be: (A) all subscribers to whom the Primary Service is available full-time but for whom no Fee is paid; (B) all subscribers to whom the Primary Service is available full-time and for whom a Fee is paid; (C) all subscribers to whom the Primary Service is available part-time but for whom no Fee is paid; (D) all subscribers to whom the Primary Service is available part-time and for whom a Fee is paid; (E) all subscribers to whom the Satellite Service (but not the Primary Service) is available; and (F) all subscribers to whom the Primary Service is available full-time and the Satellite Service is also available either full-time or part time, provided only that both Services are available on the first or second most highly penetrated levels of service. Without limiting the foregoing, and for purposes of comparing the actual rate per subscriber to a the Service payable by Affiliate to the actual rate per subscriber to such the Service payable by a third party distributor that is distributing the Service via a common delivery system through which multiple parties may distribute services (e.g., video dialtone providers), ----- the calculation of such Service distributing such Service through the use of any television distribution system or enterprise, the penetration of such the Service for such third party distributor shall be calculated as if based on the denominator includes all recipients total number of any television service customers receiving programming services through such system or enterprisecommon delivery system, regardless of the number of parties distributing television services through such system or enterprisefacility. Network agrees to provide to Affiliate a written certification on each annual anniversary date of this Agreement, signed by a duly authorized officer of Network, stating that Network has satisfied its obligations under this Section 13(f). Notwithstanding the foregoing, the provisions of this Section 13(f14(e) shall not apply to any agreement between Network and any distributor that has expired prior to the date hereof.