Business Material Contracts definition

Business Material Contracts shall have the meaning set forth in Section 3.15.
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Business Material Contracts. With respect to all Business Material Contracts, except as set forth in Section 3.15 of the Sellers Disclosure Letter, (i) none of the Transferred Entities, nor, to the Knowledge of Sellers, any other party to any such Business Material Contract is in material breach thereof or default thereunder, and (ii) there does not exist under any provision thereof, any event that, with the giving of notice or the lapse of time or both, would constitute such a material breach or default. Sellers have made available to Purchasers true, correct and complete copies of all Business Material Contracts. Each Business Material Contract is in full force and effect in accordance with the terms thereof and constitutes a legal, valid, and binding agreement of the parties thereto, and is enforceable in accordance with its terms by the applicable Transferred Entity who is a party thereto against each counterparty thereto, except as such enforceability may be limited by the Enforceability Exceptions.
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Business Material Contracts shall have the meaning assigned thereto in Section 8.6.
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Examples of Business Material Contracts in a sentence

  • Seller shall use commercially reasonably efforts to obtain any consents required from third parties in connection with the consummation of the transactions contemplated by this Agreement pursuant to the Business Material Contracts.

  • Parent has performed all material obligations required to be performed by it to date under the Business Material Contracts and is not (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder.

  • Seller shall keep Purchaser reasonably informed of Seller’s efforts and progress in obtaining the applicable consent or authorization to provide Purchaser with unredacted copies of the Withheld Business Material Contracts, cooperate in good faith in connection with all of Purchaser’s reasonable requests for information related to such process and shall consider in good faith any comments or suggestions provided by Purchaser.

  • Parent has delivered or made available current and complete copies of the documents constituting all Business Material Contracts as of the date of this Agreement.

  • Sellers have made available to Purchasers true, correct and complete copies of all Business Material Contracts.

  • All insurance policies (including fire, liability, product liability, workers’ compensation and vehicular) presently in effect that relate to the Acquired Companies or the Business are sufficient for compliance by the Acquired Companies with all applicable Laws and all Business Material Contracts.

  • Diageo and Pillsbury have made available to General Mills true and correct copies of all Business Material Contracts.

  • Furthermore, the sharp rise in energy prices coupled with firms' inability to adjust prices, partly due to price controls, also seem to have negatively affected firms' production and total factor productivity.

  • Schedule 3.20 hereto contains a list of each Assigned Contract which involves the payment of future consideration in excess of $100,000.00 or the delivery in the future of goods or services having a value in excess of $100,000.00, by the Election Business ("Material Contracts of Election Business").

  • The following terms shall have the meanings defined in the Section indicated: ABO 6.3(b) Accounting Principles 2.4(b) Acquisition Proposals 5.12 Agreement Preamble Business Confidential Information 5.3(a) Business Financial Statements 3.5(a) Business Material Contracts 3.9(a) - 10 - Cap 10.2(b)(iii) Closing 2.1 Closing Date 2.3(a) Closing Payment Adjustments 2.2 Combined Tax Return 7.5(a) Common Interest and Cooperation Agreement 5.16(b) Company Recitals Continuation Period 6.1(a) Continuing Guarantees .


More Definitions of Business Material Contracts

Business Material Contracts shall have the meaning set forth in Section 4.19(a) hereof.
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Business Material Contracts means each Contract to which Seller Parent or any of its Subsidiaries is (or, with respect to clauses (i), (xv) and (xvi), was) a party or by which Seller Parent or any of its Subsidiaries is (or with respect to clauses (i), (xv) and (xvi) was) bound (excluding any Contracts that do not relate in whole or in part to the Business, Transferred Assets, Assumed Liabilities or Business Employees but including, for clarity, Commingled Contracts):
Sample 1
Business Material Contracts means each Contract to which Seller Parent or any of its Affiliates is a party or by which Seller Parent or any of its Affiliates is bound (excluding (i) any Contracts (other than Contracts with Business Key Customers or Business Key Suppliers) that do not constitute Transferred Contracts or include Business Interests and do not provide for Assumed Liabilities, (ii) the Licensed Business IP Contracts,(iii) any Benefit Plans or other employment-related Contracts, (iv) any Transaction Documents and (v) the Seller Parent/Buyer Contracts), to the extent relating to the Business:
Sample 1
Business Material Contracts means each Contract to which Seller Parent or any of its Affiliates is a party or by which Seller Parent or any of its Affiliates is bound (excluding (i) any Contracts (other than Contracts with Business Key Customers or Business Key Suppliers) that do not constitute Transferred Contracts or include Business Interests and do not provide for Assumed Liabilities, (ii) the Licensed Business IP Contracts, (iii) any Benefit Plans or other employment-related Contracts, (iv) any Transaction Documents and (v) the Seller Parent/Buyer Contracts), to the extent relating to the Business:
Sample 1
Business Material Contracts. With respect to all Business Material Contracts, (i) none of the Business Entities, Seller or any Continuing Affiliate, nor, except as set forth on Schedule 3.13 to the Seller Disclosure Letter, to Seller’s or the Company’s knowledge, any other party to any such Business Material Contract is in breach thereof or default thereunder, and (ii) there does not exist any event that, with the giving of notice or the lapse of time or both, would constitute such a breach or default by any Business Entity, Seller or any Continuing Affiliate, except for such breaches, defaults and events which in the case of clauses (i) and (ii) would not, individually or in the aggregate, have or reasonably be expected to have a Business Material Adverse Effect. Prior to the date hereof, Seller and the Company have made available to Buyer true and correct copies of all Business Material Contracts.
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Related to Business Material Contracts

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

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

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

  • Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).

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

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Existing Contracts means the existing licenses and contracts given by the Railway Administration / Authority, in relation to commercial establishments, as existing on Station Development Land, as on the date of the Agreement, and as further set out in the Schedules, which shall, for avoidance of doubt, exclude any licenses and/ or contracts in relation to any Excluded Activities and/or Railway Operational Activities;

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Customer Contracts means any Contracts pursuant to which the Company has provided or will provide products or services in connection with the Business.

  • Project Contracts means collectively this Agreement, the Land Lease Agreement, the Construction Contract, O&M Contracts (if any) and any other material contract (other than the Financing Documents) entered into or may hereafter be entered into by the Concessionaire in connection with the Project;

  • Company Contracts has the meaning set forth in Section 3.13(a).

  • 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.

  • Seller Intellectual Property means the Seller Owned Intellectual Property and the Seller Licensed Intellectual Property.

  • IP Contracts shall have the meaning set forth in Section 3.14(b).

  • Material Consents as defined in Section 7.3.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Business Licenses has the meaning ascribed to it in Section 1.01(a)(x).

  • Real Property Leases means all leases, sub-leases, licenses or other agreements, in each case, pursuant to which any Group Company leases or sub-leases any real property.

  • Company Intellectual Property Agreements means any Contract to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

  • Intellectual Property Agreements means all licenses, sublicenses and other agreements by or through which other Persons grant Seller or Seller grants any other Persons any exclusive or non-exclusive rights or interests in or to any Intellectual Property that is used in connection with the Business.

  • Affiliate Contracts shall have the meaning set forth in Section 4.11(b).

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Hotel Contracts shall have the meaning set forth in Section 10.2(d).