LMA Agreement Sample Clauses

LMA Agreement. Any time brokerage agreement, local marketing agreement or related or similar agreements pursuant to which a Person acquires the right to program substantially all of the time and to sell all of the advertising spots of a Station owned by another non-affiliated person or to otherwise operate a Station in exchange for cash payment, entered into, directly or indirectly, either between (i) Emmis OpCo or any of its Subsidiaries, on the one hand, and any Person other than the Issuer, Emmis OpCo or any of its Subsidiaries or their respective Affiliates, on the other hand or (ii) a Bridge to Sale Excluded Subsidiary, on the one hand, and any Person other than the Issuer, Emmis OpCo or any of its Subsidiaries or their respective Affiliates, on the other hand. Make-Whole Amount. With respect to the Notes on any redemption date, the present value as of the redemption date of the amount of interest that would have been payable (including interest that would have been payable on capitalized interest) on the Notes being redeemed through the Make-Whole Expiration Date if such Notes had not been redeemed, determined by discounting such interest at a discount rate equal to the applicable Treasury Rate with a maturity date nearest the Make-Whole Expiration Date plus 25 basis points. Make-Whole Expiration Date. May 10, 2013. Material Adverse Effect. With respect to any event or occurrence of whatever nature (including any adverse determination in any litigation, arbitration or governmental investigation or proceeding):

LMA Agreement. Upon the First Closing Date, the parties hereto shall enter into the LMA in substantially the same form attached hereto as Exhibit E, subject to receipt of any necessary FCC approvals.