Material Advertiser definition

Material Advertiser is defined in Section 2.21(a).
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Material Advertiser means any advertiser on the Stations whose payments to Seller with respect to the Stations have exceeded Fifty Thousand Dollars ($50,000) per station annually in the past fiscal year. No Material Advertiser has given written notice to Seller of its intent to modify adversely to Seller its relationship with Seller with respect to the Stations or decrease the advertising purchased from Seller with respect to the Stations. Schedule 4.20(c) is a list of, or, with respect to oral Contracts, a brief description of, any Contracts with Material Advertisers that relate to the business of the Stations and that (i) provide for monthly payments by or to Seller in excess of Fifteen Thousand Dollars ($15,000) or annual payments in excess of Fifty Thousand Dollars ($50,000) or (ii) are otherwise entered into not in the ordinary course of the business of the Stations.
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Examples of Material Advertiser in a sentence

  • To the Knowledge of the Company, the transactions contemplated by this Agreement will not adversely affect the relationship of the Company with any such Material Advertiser or materially decrease, limit or otherwise modify the amount of business that any such Material Advertiser engages in or conducts with the Company.

  • The term Material Advertiser includes any third party email or display affiliate program.

  • No Material Advertiser has in writing made or asserted any defense, set off or counterclaim under any of those Contracts between Seller and a Material Advertiser with respect to the Stations or has exercised any option granted to it to cancel or terminate its Contracts with Seller with respect to the Stations or to shorten the term of its Contracts with Seller with respect to the Stations.

  • The Company, Seller and their Affiliates have not received any notice that any Material Advertiser, Material Partner, Material Customer or Material Vendor has a material dispute with the Company or intends to terminate or materially reduce its relationship with the Company or the Business.

  • Except as set forth on Schedule 4.20(g), each Material Business Contract identified on Schedules 4.20(a)(i) through 4.20(a)(xiii) and each Contract with a Material Advertiser identified on Schedule 4.20(c) and which is to be assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person.

  • To the knowledge of the Seller, the Seller has not received any notice that any Material Advertiser: (i) has ceased or will cease to place advertising through the Business, (ii) has substantially reduced or will substantially reduce its placement of advertising with the Business or (iii) has sought or is seeking to decrease the amount payable to the Business in connection with the placement of advertising, including in each case after the consummation of the transactions contemplated hereby.

  • Seller has not received any notice that any Material Advertiser: (i) has ceased or will cease to place advertising through Seller, (ii) has substantially reduced or will substantially reduce its placement of advertising with Seller or (iii) has sought or is seeking to decrease the amount payable to Seller in connection with the placement of advertising, including in each case after the consummation of the transactions contemplated hereby.

  • No material dispute currently exists with respect to any such Material Advertiser, Material Aggregator or Material Supplier, nor has there been any material dispute with respect to any such Material Advertiser, Material Aggregator or Material Supplier during the seven (7) month period ended July 31, 2019 or since such date.

  • To the Companies’ Knowledge, as of the date of this Agreement, (i) no Material Advertiser, Material Publisher, or Material Supplier intends to cancel or otherwise substantially modify its relationship with the Company Group or to decrease or limit materially, its supply of services or products to, or purchase of products or services from, the Company Group and (ii) no Material Advertiser, Material Publisher or Material Supplier has advised the Company Group of any material problem or dispute therewith.

  • Neither the Company nor any of its Subsidiaries has received any written notice or other communication from any such Material Advertiser, Material Aggregator or Material Supplier to the effect that, and the Company does not have any knowledge that, any such Material Advertiser, Material Aggregator or Material Supplier will or intends to cancel, suspend, terminate or otherwise materially and adversely modify its relationship with the Company or such Subsidiary.

Related to Material Advertiser

  • Material Adverse with respect to any change or effect, a material adverse change in, or effect on, as the case may be, (i) the financial condition, operations, business, or Property of the Borrower and the Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform its obligations under the Loan Documents, or (iii) the ability of the Administrative Agent or any Lender to enforce the Loan Documents.

  • Material Adverse Effect shall have the meaning assigned to such term in Section 3.1(b).

  • Material Adverse Event means any circumstance or event that, individually or collectively with other circumstances or events, may reasonably be expected to have a material adverse effect on the financial condition or Business of the Borrower, as now conducted or as proposed to be conducted.

  • SPAC Material Adverse Effect (a) any change in applicable Laws or GAAP or any interpretation thereof following the date of this Agreement, (b) any change in interest rates or economic, political, business or financial market conditions generally, (c) the taking of any action expressly required to be taken under this Agreement, (d) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), epidemic or pandemic (including any action taken or refrained from being taken in response to COVID-19 or any COVID-19 Measures or any change in such COVID-19 Measures or interpretations following the date of this Agreement), acts of nature or change in climate, (e) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions, riots or insurrections, (f) any matter set forth on, or deemed to be incorporated in, Section 1.1SMAE of the SPAC Disclosure Letter, (g) any Events that are cured by SPAC prior to the Acquisition Closing, (h) any change in the trading price or volume of the SPAC Units, SPAC Ordinary Shares or SPAC Warrants (provided that the underlying causes of such changes referred to in this clause (h) may be considered in determining whether there is a SPAC Material Adverse Effect except to the extent such cause is within the scope of any other exception within this definition), or (i) any worsening of the Events referred to in clauses (b), (d), (e) or (f) to the extent existing as of the date of this Agreement; provided, however, that in the case of each of clauses (b), (d) and (e), any such Event to the extent it disproportionately affects SPAC relative to other special purpose acquisition companies shall not be excluded from the determination of whether there has been, or would reasonably be expected to be, a SPAC Material Adverse Effect. Notwithstanding the foregoing, with respect to SPAC, the amount of SPAC Share Redemptions or the failure to obtain SPAC Shareholders’ Approval shall not be deemed to be a SPAC Material Adverse Effect;

  • Material Adverse Change means any material adverse change in the business, condition (financial or otherwise), operations, performance or properties of the Borrower and its Subsidiaries taken as a whole.