Material Considerations Sample Clauses
The 'Material Considerations' clause defines the key factors or circumstances that are deemed significant in the context of the agreement. This clause typically outlines specific events, conditions, or changes—such as financial performance, regulatory developments, or operational disruptions—that must be taken into account when making decisions or assessing compliance under the contract. By clearly identifying what constitutes a material consideration, the clause helps ensure that both parties focus on the most impactful issues, thereby reducing ambiguity and potential disputes over what matters most in the contractual relationship.
Material Considerations. Each and every term, condition, covenant and provision of this Lease is and shall be deemed to be a material part of the consideration for City's entry into this Lease, and any breach hereof by Tenant shall be deemed to be a material breach. Each term and provision of this Lease to be performed by Tenant shall be construed to be both a covenant and a condition.
Material Considerations. Except to the extent inconsistent with law or the rules and regulations of any governmental agency, during the Term, each of the following considerations and undertakings (the "Material Considerations") by Nexstar shall require the prior consent of, and prior consultation with, WYZZ:
a. the setting of annual budgets (the "Annual Budgets") for the operation of the Stations (as more specifically addressed in Section 11 hereof);
b. determining the necessity for, and amount of, any single capital expenditure for either of the Stations to the extent not provided for in the applicable Annual Budget; provided, WYZZ's consent shall not be required for Nexstar to make unbudgeted capital expenditures in any calendar year which is necessary to maintain or restore the normal operations and transmission of the Station and which in the aggregate are not in excess of Fifty Thousand Dollars ($50,000)
c. the hiring and firing of key employees of the Stations, consisting of general sales managers, national sales managers, and local sales managers (collectively, the "Key Employees"); provided, WYZZ's consent shall not be required for Nexstar to fire any Key Employee if circumstances exist which would give WYZZ the right to withhold its consent to the retention of such Key Employee under clause (e) of this Section 3; provided further, WYZZ must be reasonable in determining whether or not to consent to the hiring of any Key Employee to replace a former Key Employee who was not retained as a result of WYZZ's failure to consent to the retention of such former Key Employee pursuant to clause (e) of this Section 3;
d. the retention of any outside consultants not provided for in the applicable Annual Budget;
e. the retention of any Key Employee if (i) the combined share of market revenue (excluding political) for both Stations in any fiscal quarter (the "First Quarter") is ten percent (10%) or more below the combined share of market revenue (excluding political) for both Stations in the immediately preceding fiscal quarter (the "Baseline Quarter") and (ii) the combined share of market revenue (excluding political) for both Stations in either (x) the fiscal quarter immediately succeeding the First Quarter or (y) each of any two or more fiscal quarters out of the five fiscal quarters immediately succeeding the First Quarter, is ten percent (10%) or more below the combined share of market revenue for both Stations in the Baseline Quarter; provided, that Nexstar shall only be required ...
Material Considerations. Each and every term, condition, covenant and provision of this Agreement shall be deemed to be a material part of the consideration for the entry into this Agreement, and any breach hereof by either Party shall be deemed to be a material breach. Each term and provision of the Agreement to be performed by a Party shall be construed to be both a covenant and a condition.
Material Considerations. Each and every term, condition, covenant and provision of this Agreement is and shall be deemed to be a material part of the consideration for City's entry into this Agreement, and any breach hereof by Operator shall be deemed to be a material breach. Each term and provision of this Agreement performable by Operator shall be construed to be both a covenant and a condition.
Material Considerations. Each of the requirements contained in this document are material and the failure of a bidder to comply with each requirement may constitute grounds for the rejection of the bid in the discretion of the Governing Board.
Material Considerations. Each and every term, condition, covenant and provision of this License is and shall be deemed to be a material part of the consideration for City's entry into this License, and any breach hereof by Licensee shall be deemed to be a material breach. Each term and provision of this License to be performed by Licensee shall be construed to be both a covenant and a condition.