Material Consequence definition

Material Consequence means a material adverse effect on the assets or liabilities of the Stations and Station Works, taking all of the Stations and Station Works together as a whole; provided, however, that a Material Consequence shall exclude any adverse effect arising out of or relating to (a) any change in Law or GAAP or interpretation thereof; (b) the pendency or announcement of this Agreement or the transactions contemplated hereby; (c) changes in general economic conditions; (d) changes in economic conditions applicable to the broadcast industry generally; or (e) changes affecting the markets in which the Stations operate.
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Material Consequence means any fact, event or circumstance having an effect on the financial condition or results of operations of the Business in an amount greater than five hundred thousand dollars ($500,000); provided, however, that in no event shall any of the following, alone or in combination, be deemed to constitute, nor shall any of the following be taken into account in determining whether there has been, a Material Consequence: (i) any change resulting directly from compliance with the terms and conditions of this Agreement (exclusive of changes constituting a breach of the representations contained in Section 3.4 and Section 3.5); (ii) any change resulting directly from the pendency of the transactions contemplated by the Acquisition or any other transactions contemplated hereby (including, without limitation, any cancellation or deferral of product or service orders by customers); (iii) any change in stock price or trading volume (including any change involving the stock price and trading volume of the Shareholder) or any failure to meet internal projections or forecasts or published revenue or earnings projections; or (iv) any change or effect that results or arises from changes affecting any of the industries in which the Company operates generally or the United States economy generally.
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Material Consequence means any change, effect or circumstance that is materially adverse to (x) the business, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole or (y) the Company's (including its Subsidiaries) ability to satisfy Section 6.2(a) or consummate the transactions contemplated by this Agreement without material delay; other than any fact or circumstance resulting from:
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Examples of Material Consequence in a sentence

  • There is no presently pending audit examination, deficiency, refund litigation, proposed adjustment or matter in controversy which has had a Material Consequence with respect to any Taxes due and owing by the Company or any Subsidiary of the Company.

  • To the knowledge of the Company, neither the Company nor any Subsidiary has received any written notice that it is in default or breach of or is otherwise delinquent under any lease pursuant to which the Company or the Subsidiaries lease Personal/Mixed Property from others, which default, breach or delinquency would reasonably be expected to have a Material Consequence.

  • All rents and other payments due to date under the Lease Agreements have been paid in full and, to the Company's knowledge, there is no existing default, violation or breach of such Lease Agreement which would reasonably be expected to have a Material Consequence.

  • All federal, state, local and foreign Tax Returns required to be filed by or on behalf of the Company and each of its Subsidiaries, have been timely filed, and all such Tax Returns are complete and accurate except to the extent any failure to file or any inaccuracies in filed returns would not reasonably be expected to have a Material Consequence.

  • All Taxes due and owing by the Company or any Subsidiary of the Company have been paid, or reserved for, except to the extent any failure to pay or reserve would not reasonably be expected to have a Material Consequence.

  • Except as would not reasonably be expected to have a Material Consequence, to the knowledge of the Company: (i) no third person's intellectual property rights infringe upon the Intellectual Property Rights or other rights of the Company or any Subsidiary; and (ii) no product or service sold by the Company or any Subsidiary violates or infringes upon any intellectual property right owned by, or other right of, a third person.

  • There has not been any generation, use, transportation, treatment, storage, release or disposal of any Hazardous Substances into the environment in connection with the operations of any Subsidiary or the use of the properties or assets of any Subsidiary that has created or would be reasonably expected to create a Material Consequence, whether or not asserted by a third party, under any applicable environmental, health or safety laws.

  • Except as would not reasonably be expected to have a Material Consequence, such Personal/Mixed Property is suitable for the purposes for which it is presently used.

  • Except as would not reasonably be expected to have a Material Consequence in any individual case, to the knowledge of the Company, each Lease Agreement (as defined in Section 6.10) is in full force and effect and is valid and enforceable against the lessor in accordance with its terms.

  • With respect to the property leased pursuant to the Lease Agreements, to the knowledge of the Company, neither the Shareholder nor the Company has received any written notice of (i) any violation by the Shareholder, the Company or a Subsidiary of any applicable zoning ordinance, building code, planning law or regulation or use or occupancy restriction, the violation of which would reasonably be expected to have a Material Consequence; or (ii) any condemnation action or proceeding.

Related to Material Consequence

  • Material Consents as defined in Section 7.3.

  • Material of Environmental Concern means and includes pollutants, contaminants, hazardous wastes, and toxic, radioactive, caustic or otherwise hazardous substances, including petroleum, its derivatives, by-products and other hydrocarbons, or any substance having any constituent elements displaying any of the foregoing characteristics.

  • Material Compliance Matter has the same meaning as the term defined in Rule 38a-1, and includes any compliance matter that involves: (1) a violation of the federal securities laws by Distributor (or its officers, directors, employees, or agents); (2) a violation of Distributor's Rule 38a-1 policies and procedures; or (3) a weakness in the design or implementation of Distributor's Rule 38a-1 policies and procedures.

  • Material Condemnation has the meaning set forth in Section 14.2.1.

  • Adverse Effect means, with respect to any action, that such action will (a) result in the occurrence of an Event of Default or (b) materially and adversely affect (i) the amount or timing of payments to be made to the Lenders pursuant to this Agreement or (ii) the existence, perfection, priority or enforceability of any security interest in a material amount of the Pledged Receivables taken as a whole or in any material part.