Circulation Matters Sample Clauses
The 'Circulation Matters' clause defines the procedures and requirements for distributing documents, information, or communications among relevant parties involved in an agreement or project. Typically, this clause outlines who is responsible for circulating materials, the methods of distribution (such as email or physical delivery), and any timelines or confidentiality obligations associated with the circulation. Its core practical function is to ensure that all necessary parties receive timely and accurate information, thereby promoting transparency and coordination while reducing the risk of miscommunication or oversight.
Circulation Matters. 23 SECTION 3.20. Inventory...........................................................................23 SECTION 3.21. Nature of Transferred Assets........................................................24
Circulation Matters. 22 Section 3.16
Circulation Matters. The Sellers have made available to the Purchaser true and complete copies of (a) the most currently completed audit report by the Audit Bureau of Circulation ("ABC") relative to the Newspapers and (b) the publisher's statements most recently submitted to the ABC, relative to such of the Newspapers as are audited by the ABC (the "ABC Audited Newspapers"). As of the date hereof, since the date of such publisher's statements, the paid circulation of the ABC Audited Newspapers has not fallen more than 3% below the level reflected in such publisher's statements, the Sellers have not made any material change in their policies for the pricing of circulation with respect to such newspapers and the Sellers have not circulated such Newspapers at discounts greater than those reported in such publisher's statements. All representations by the Sellers contained in such publisher's statements and other materials submitted by the Seller to the ABC for the period covered by such publisher's statements and the aforementioned audit report are, to Sellers' knowledge, true and complete in all material respects.
Circulation Matters. (a) Section 3.15 of the Company Disclosure Schedule sets forth a list of the net paid circulation of each of the paid Company Publications and the distribution for each of the non-paid Company Publications for each month during the period from January 2003 through May 2004, each of which such lists is complete and accurate in all material respects.
(b) For each of the Company Publications subject to the Audit Bureau of Circulations ("ABC") and/or United States Postal Service ("USPS") regulations, the Company has delivered to Purchaser complete and accurate copies of (i) the ABC Annual Statements for the most recent available twelve month period and (ii) the Statements of Ownership, Management and Circulation required to be filed with the USPS for the most recent calendar year, and the information provided to the ABC and the USPS, respectively, is true and correct in all material respects.
(c) Except as set forth in Section 3.15 of the Company Disclosure Schedule, since December 31, 2003, neither the Company nor any of its Subsidiaries has made any material change in its policies for the pricing, discounting, distribution or solicitation of circulation or advertising of any Company Publication.
(d) Except as set forth in Section 3.15 of the Company Disclosure Schedule, the Company and its Subsidiaries own or have the valid right to use the Customer Data other than immaterial potions thereof, free and clear of any Liens other than Permitted Liens which do not materially adversely effect the value or use of such data, and have the right to transfer such ownership and/or right to Purchaser, and no third party has the right to use any of the information in such Customer Data. No carrier, distributor or similarly situated independent contractor providing services to the Company has, to the Company's knowledge, claimed any ownership or equity interest in any distribution list or the distribution route for any Company Publication. "Customer Data" means all subscriber and non-subscriber lists, customer files and information, including summary or compilation data, and lists of single copy dealers and racks.
Circulation Matters. Newsprint and Ink Purchases. With respect to circulation matters and newsprint and ink purchases:
(a) Attached to Section 4.4(a) of the Disclosure Schedule pertaining to each of the Newspapers are (i) the most recently completed ABC annual audit report and (ii) a true and complete copy of the September 30, 1996 publisher's statement submitted to ABC. From September 30, 1996, none of the Newspapers' paid circulation has fallen more than 3% below the circulation levels reported to ABC as of September 30, 1996.
(b) To Seller's knowledge, all representations contained in such publisher's statements and other materials submitted by Seller to the ABC for the periods covered by such publisher's statements and audit reports have been true and complete in all material respects.
(c) Since September 30, 1996, Seller has not made any material change in its policies for the pricing of circulation for the Newspapers, except such changes as are set forth in Section 4.4(d) of the Disclosure Schedule.
(d) Section 4.4(e) of the Disclosure Schedule sets forth current lists as of September 30, 1996 or such later date as is specified in such lists of all of Seller's (A) independent contractors which distribute the Newspapers (along with their paid subscriber lists as of that date, (B) rack and box locations for the Newspapers, (C) current dealers of the Newspapers, (D) current paid subscribers of the Newspapers, and (E) newsprint and ink vendors (including prices) to the Newspapers. With respect to the lists of subscribers, Seller represents and warrants that such lists reasonably accurately reflect the valid and paid subscribers of each of the Newspapers.
(e) Seller has not, during the past twelve months, circulated any of the Newspapers whose circulation is audited by the ABC at discounts more than the discounts reported to the ABC during such twelve month period.