Consent-Pending Contracts Sample Clauses

Consent-Pending Contracts. An Assumed Contract is a "Consent-Pending Contract" at any time after the Closing when any consent relating to such Assumed Contract has not been obtained or is not in effect. As an accommodation in order to permit the purchase and sale of the Assets to be consummated in a timely manner, and based upon the Parties' mutual belief that no other Party to a Consent-Pending Contract will object to or be materially harmed by the Buyers' enjoyment or use of the Sellers' rights or performance of the Sellers' obligations under any Consent-Pending Contract and that each such third Party will grant any required consent, the Closing Transactions will be consummated notwithstanding the fact that any required consent which is not a Mandatory Consent has not been obtained under one or more Consent-Pending Contracts. In that event, the Buyers and the Sellers agree as follows with respect to each Consent-Pending Contract:
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Consent-Pending Contracts. An assumed Customer Contract or Other Contract is a "Consent-Pending ---------------- Contract" at any time after the Closing when any Consent relating to such --------- Assumed Contract is required to consummate the transactions contemplated herein has not been obtained or is not in effect. As an accommodation in order to permit the purchase and sale of the Acquired Assets pursuant to this Agreement to be consummated in a timely manner, and based upon Seller's and Buyer's mutual belief that no other party to a Consent-Pending Contract will object to or be materially harmed by Buyer's enjoyment or use of the Companies' rights or performance of the Companies' obligations under any Consent-Pending Contract and that each such third party eventually will grant any required Consent, the Closing Transactions may be consummated despite the fact the required Consent has not been obtained under one or more Consent-Pending Contracts. In that event, Buyer and Seller agrees as follows with respect to each Consent-Pending Contract:
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Consent-Pending Contracts. The Seller Entities and Buyer agree that, in the event a counterparty to any of the Consent Pending Contracts hereto informs Buyer or Seller Entities that the assignment of such Assumed Contract to Buyer is invalid or otherwise disputes such assignment as being in violation of the terms of such Assumed Contract, such Assumed Contract will immediately be added to the appropriate schedule to the Transition Services Agreement and shall thereafter be deemed a Consent Pending Contract for all purposes under the Transition Services Agreement.
Sample 1
Consent-Pending Contracts. A Contract to be assumed by the Buyer pursuant to this Agreement is a "Consent-Pending Contract" at any time after the Closing when any Consent relating to such Contract has not been obtained or is not in effect. As an accommodation in order to permit the purchase and sale of the Sale Assets in a timely manner, and based upon the Parties' mutual belief that no other party to a Consent-Pending Contract will object to or be materially harmed by Buyer's enjoyment or use of Sellers' rights or performance of Sellers' obligations under any Consent-Pending Contract, and that each such party will grant any required Consent, Sellers and Buyer may consummate the Closing notwithstanding the fact that any required Consent has not been obtained under one or more Consent-Pending Contracts. In that event, Buyer and Sellers agree, from and after the Closing Date, Buyer and Sellers will cooperate with one another to provide Buyer with the benefits of each Consent-Pending Contract (and Buyer may utilize such benefits), and Buyer will assume and agree to timely pay, satisfy, perform, and discharge Sellers' liabilities which arise under such Contract after the Closing Effective Time to the extent that the same constitute Assumed Obligations.
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Related to Consent-Pending Contracts

  • Continuing Contracts A. A continuing contract is a contract that remains in effect until the teacher resigns, retires, or until it is terminated or suspended.

  • Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

  • Vendor Contracts (a) THIRD-PARTY ASO CONTRACTS.

  • Operating Contracts Subject to the rights of the Timeshare Owners' Association as set forth in the Timeshare Documents, no Operating Contract shall be modified, extended, terminated or entered into, without the prior written approval of Agent, if any such modification, extension, termination or new agreement could have a material adverse impact on the operation of the Resort or the Collateral.

  • Existing Contracts Billing terms and provisions contained in existing contracting entity agreements (existing as of the date this policy is approved by the Board of Supervisors) shall remain in effect for the life of the contract. However, when these existing contracts are renegotiated, they shall contain the billing provisions as set forth in this policy.

  • Major Contracts 42 3.15 Taxes.................................................................43 3.16

  • Continuing Contract 10.3.3.1 The second contract for a regular faculty member is the continuing contract for continuing employment. A continuing contract will not be offered to any faculty member who is not deemed to have a Master's degree or equivalent in accordance with the agreed criteria. Those faculty members having a continuing appointment as of August 1975 will not be affected by this clause.

  • Project Contracts Authority shall upon its election, succeed, without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Contracts as the Authority may in its discretion deem appropriate, and shall upon such election be liable to the Contractors only for compensation accruing and becoming due and payable to them under the terms of their respective Project Contracts from and after the date the Authority elects to succeed to the interests of the Concessionaire. For the avoidance of doubt, it is hereby agreed, and the Concessionaire hereby acknowledges, that all sums claimed by such Contractors as being due and owing for works and services performed or accruing on account of any act, omission or event prior to such date shall constitute debt between the Concessionaire and such Contractors, and the Authority shall not in any manner be liable for such sums. It is further agreed that in the event the Authority elects to cure any outstanding defaults under such Project Contracts, the amount expended by the Authority for this purpose shall be deducted from the Termination Payment.

  • SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS The Company has delivered to TCI an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 1% or more of the Company's annual revenues for the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such period. Except to the extent set forth on Schedule 5.15, none of such customers have canceled or substantially reduced or, to the knowledge of the Stockholders, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 all Material Contracts (as defined below) to which the Company is a party or by which it or any of its properties are bound, other than agreements listed on Schedules 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to TCI. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity.

  • Material Contracts Section 3.20

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