Common use of Quality of Delivery Clause in Contracts

Quality of Delivery. In addition to any other rights Licensee may have hereunder or otherwise and without derogation of Licensor’s obligation to cause such Physical Materials to be timely delivered in accordance with the first sentence of Section 4(a), if Licensee in its sole judgment deems the content of any Program to be unacceptable or any Physical Materials are not, in Licensee’s sole judgment, of acceptable technical quality for tape-to-tape transfer for Exhibition by means of Non-Standard Television or HD Television, Licensee shall have the right to require Licensor to deliver promptly to the Transfer House such additional Physical Materials as Licensee shall require until Licensee has approved such Physical Materials. Without derogating from any other obligation of Licensor hereunder, Licensor’s delivery to the Transfer House of acceptable Physical Materials for each Program on or prior to the Delivery Date pursuant to Section 4(a) is of the essence of this Agreement. In the event that Licensor does not deliver acceptable Physical Materials for any Program on or prior to the Delivery Date therefor pursuant to Section 4(a), without derogating from Licensee’s other rights and remedies hereunder or otherwise with respect thereto, Licensee may terminate this Agreement with respect to one or more Programs and, within two (2) business days after Licensee delivers written notice to Licensor of such termination, Licensor shall pay to Licensee the Cancellation Fee provided for in the Deal Terms.