Material Disruption definition

Material Disruption shall have the meaning assigned to such term in the definition of “Qualifying Act of Terrorism.”

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Material Disruption has the meaning provided in Section 8.4.

Material Disruption means, following the Closing, a disruption in the Sellers’ servicing of the Receivables that causes a diminution in value of the Receivables in excess of $[***].

Examples of Material Disruption in a sentence

• TCS shall perform the Services described in such Transition Plan (the “Transition Services”) without causing a Material Disruption to ▇▇▇▇▇▇▇’▇ business or operations.

• If TCS fails to correct and restore the Services within three (3) days after ▇▇▇▇▇▇▇ notifies TCS of the Material Disruption, ▇▇▇▇▇▇▇ shall be entitled, upon notice to TCS, to procure or correct the Services until TCS is able to restore and perform the Services as required under this Agreement.

• Without limiting the generality of the foregoing or the other obligations of TCS, if as a result of failure of TCS to provide the Services with the performance standards and service levels as required under this Agreement, any Material Disruption in the Services occurs, upon notification by ▇▇▇▇▇▇▇ of such Material Disruption, TCS shall promptly use best efforts, with reasonable cooperation from ▇▇▇▇▇▇▇, to mitigate the impact of such Material Disruption and to rework and to restore the Services.

More Definitions of Material Disruption

Material Disruption as used in this Section 8.4 shall mean a failure of TCS to meet the Service Levels or to resolve a problem caused by TCS, and other applicable performance standards under this Agreement or otherwise fulfill its obligations under this Agreement that causes ▇▇▇▇▇▇▇’▇ failure to meet its contractual obligations to ▇▇▇▇▇▇▇ clients. Notwithstanding the foregoing, TCS obligations under this provision shall not apply to a Material Disruption caused by any exceptions described in Section 8.7 or due to reasons primarily attributable to ▇▇▇▇▇▇▇ or to ▇▇▇▇▇▇▇ Agents. In the event of a disagreement between the Parties as to the primary cause of the Material Disruption, TCS shall, at ▇▇▇▇▇▇▇’▇ request, proceed with best efforts for rework or restoration of the Services as required by this Section 8.4, pending resolution of such disagreement between the Parties. Any such amounts payable by ▇▇▇▇▇▇▇ pursuant to this Section 8.4 shall count toward the MCA and the ACA.

Material Disruption means the failure of the Stations to (i) broadcast a signal via the Stations’ or other stations’ over-the-air broadcast facilities to at least 75% of the Stations’ FCC licensed aggregate noise-limited contour population coverage; (ii) otherwise make the Stations’ programming available for receipt by at least 75% of the population located in the Stations’ FCC licensed aggregate noise-limited contour population coverage area; and (iii) deliver a signal, whether over-the-air or otherwise, to one or more MVPDs if such failure is the sole cause of the Stations’ programming not being available to at least 75% of the aggregate number of unique television households in the service areas of the MVPDs that carry the Stations’ programming immediately prior to such failure.

Material Disruption as used in this Section 8.4 shall mean a failure of TCS to meet the Service Levels and other applicable performance standards under this Agreement or otherwise fulfill its obligations under this Agreement that causes ▇▇▇▇▇▇▇’▇ failure to meet its contractual obligations to ▇▇▇▇▇▇▇ clients. Notwithstanding the foregoing, TCS obligations under this provision shall not apply to a Material Disruption caused by any exceptions described in Section 8.7 or due to reasons primarily attributable to ▇▇▇▇▇▇▇ or to ▇▇▇▇▇▇▇ Agents. In the event of a disagreement between the Parties as to the primary cause of the Material Disruption, TCS shall, at ▇▇▇▇▇▇▇’▇ request, proceed with best efforts for rework or restoration of the Services as required by this Section 8.4, pending resolution of such disagreement between the Parties. Any such amounts payable by ▇▇▇▇▇▇▇ pursuant to this Section 8.4 shall count toward the MCA.