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.
Sample 1
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.
Sample 1
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:
Sample 1

Examples of Material Consequence in a sentence

  • If the VHH fragment binds to the antigen target, a complex is formed that can bind to the HIS3 promoter and activate transcription.

  • 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.

  • Except as would not reasonably be expected to have a Material Consequence in any individual case, the Company or a Subsidiary owns or leases all Personal/Mixed Property necessary for the conduct of the Business as presently conducted.

  • Monocytes were significantly reduced on days three and four and the lymphocytes showed no significant increases on these days.

  • The course has a rigorous selection procedure based on a sequence of written task, group presentations (when there is more than one applicant at interview) and interviews with two key people selected from university tutors, mentors and sector tutors.

  • 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.

  • The State Party should be commended for its extensive efforts in controlling the mountain pine beetle epidemic.

  • Their other tasks include:- Recruitment and selection.- Annual performance management and evaluation.- Job descriptions and roles and responsibilities together with department heads.- Increasing skills and roll-out of training plan and seeking opportunities.- Drafting of contracts.- Overseeing the badging/timestamping system.- Health and safety.- Pay-roll, compensation and benefits.- Ensure storage and follow-up of fit and proper of relevant staff.

  • 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.

  • However, additives must often be added to these fluids to overcome specific downhole problems.

Related to Material Consequence

  • Material Consents as defined in Section 7.3.

  • Financial Consequences means a financial sanction imposed for an anti-doping rule violation or to recover costs associated with an anti-doping rule violation; and

  • 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 has the meaning assigned to such term in Section 2.1.5;

  • Company Material Contract has the meaning set forth in Section 3.15(a).

  • Material Contracts has the meaning set forth in Section 3.09(a).

  • Material Environmental Amount an amount payable by the Borrower and/or its Subsidiaries in excess of $5,000,000 for remedial costs, compliance costs, compensatory damages, punitive damages, fines, penalties or any combination thereof.

  • Parent Material Contract shall have the meaning set forth in Section 4.16(a).

  • Material Project Documents means the Borrower LLC Agreement, the Holdings LLC Agreement, the Construction Contract, the Power Purchase Agreement, the Interconnection Agreement, the O&M Agreement, the Lease, the Water Contract and to the extent material to the Project, any other individual Real Property Document, and each Additional Project Document that is reasonably deemed material to the Project by Lender (in consultation with the Independent Engineer).

  • Material Environmental Liabilities means Environmental Liabilities exceeding $500,000 in the aggregate.

  • Company Material Contracts has the meaning set forth in Section 3.18(a).

  • Environmental Authorization Any license, permit, order, approval, consent, notice, registration, filing or other form of permission or authorization required under any Environmental Law.

  • Material Agreement means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;

  • Material Contract means any contract or other arrangement (other than Loan Documents), whether written or oral, to which any Credit Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

  • Adverse Environmental Condition means (i) the existence or the continuation of the existence, of an Environmental Contamination (including, without limitation, a sudden or non-sudden accidental or non-accidental Environmental Contamination), of, or exposure to, any substance, chemical, material, pollutant, Hazardous Substance, odor or audible noise or other release or emission in, into or onto the environment (including without limitation, the air, ground, water or any surface) at, in, by, from or related to any Equipment, (ii) the environmental aspect of the transportation, storage, treatment or disposal of materials in connection with the operation of any Equipment, or (iii) the violation, or alleged violation, of any Environmental Law, permits or licenses of, by or from any governmental authority, agency or court relating to environmental matters connected with any of the Equipment.

  • Environmental Approvals means any permit, license, approval, ruling, variance, exemption or other authorization required under applicable Environmental Laws.

  • Material Contact means contact in person, by telephone, or by paper or electronic correspondence, or the supervision of those who have such conduct, and which is done in furtherance of the business interests of the company and within the last 36 months.

  • Environmental Authorizations means all licenses, permits, orders, approvals, notices, registrations or other legal prerequisites for conducting the business of the Borrower or any Subsidiary required by any Environmental Requirement.

  • Informed Financial Consent means the medical provider advises you of any out-of-pocket costs before your admission. This is called Informed Financial Consent.

  • environmental effect means, in respect of a project,

  • Regulatory Permits means all Permits granted by the FDA or any comparable Governmental Entity to the Company or any of its Subsidiaries, including investigational new drug applications, Biologics License Applications, manufacturing approvals and authorizations, clinical trial authorizations and ethical reviews, or their national or foreign equivalents.

  • Material Casualty has the meaning set forth in Section 14.1.1.

  • Environmental Approval means any consent, authorisation, licence or approval of any governmental or public body or authorities or courts applicable to any Relevant Ship or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from any Relevant Ship required under any Environmental Law;

  • Material means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.