Executory Period Orders definition

Executory Period Orders means any In-Scope Business orders originated between the date hereof and the Closing; provided that such orders shall not include any order which is a Loss Order. “FAB” means the Brazilian Air Force (Força Aérea Brasileira). “FAB License” means a written, definitive, duly executed and binding agreement (not including a letter of intent or any other preliminary written agreement) with FAB permitting Embraer to license or sublicense to the Company, as the case may be, the Intellectual Property required to enable the Company to conduct the In-Scope Business in accordance with the Business Plan and to comply with its obligations under the Defense JV Commercial Agreements, which shall, in any case, with respect to all Intellectual Property related to the KC-390 in which FAB has rights, whether through ownership, contract, operation of law or otherwise, include (i) a license, (with the right to sublicense) or sublicense (with the further right to sublicense), as the case may be, which will be exclusive in the United States, to the Company for use of such Intellectual Property by the Company and the Members in the In-Scope Business, and (ii) a waiver or other contractual arrangement pursuant to which FAB is prevented from vetoing, blocking, charging for (other than payment to FAB by the Company of the existing 3.1% royalty in connection with sales of the KC-390), or otherwise restricting, in each case, the Company’s use of such Intellectual Property to conduct the In-Scope Business. For the avoidance of doubt, any Taxes required by Law to be paid by the Company to a Tax Authority in respect of the Company’s payment of the royalty pursuant to the FAB License shall be treated as an expense of the Company and shall be paid by the Company. “Final Assembly Work” means final assembly and check-out of the KC-390 for Sales Work. “Fraud” means conduct including the following elements: (a) representation made of material fact, (b) that was untrue, (c) which the Party making the representation knew to be untrue at the time such representation was made, (d) with the intent to deceive and for the purpose of inducing the recipient to act upon it, (e) on which the recipient relied and (f) as a result of such reliance, the recipient suffered Losses. “Fundamental Representation” means the representations and warranties of each Member, as applicable, set forth in Sections 3.1(a) (Organization; Authorization), 3.1(b) (No Prior Operations or Liabilities), 3.1(c) (Sufficiency of IP)...
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Related to Executory Period Orders

  • Rejected Executory Contract and Unexpired Lease List means the list, as determined by the Debtors or the Reorganized Debtors, as applicable, of Executory Contracts and Unexpired Leases that will be rejected by the Reorganized Debtors pursuant to the Plan, which list shall be included in the Plan Supplement.

  • Assumed Executory Contract and Unexpired Lease List means the list, as determined by the Debtors or the Reorganized Debtors, as applicable, of Executory Contracts and Unexpired Leases (with proposed cure amounts) that will be assumed by the Reorganized Debtors, which list shall be included in the Plan Supplement.

  • Schedule of Rejected Executory Contracts and Unexpired Leases means the schedule (including any amendments or modifications thereto), if any, of the Executory Contracts and Unexpired Leases to be rejected by the Debtors pursuant to the Plan, as set forth in the Plan Supplement, as amended by the Debtors from time to time in accordance with the Plan, which shall be in form and substance acceptable to the Debtors.

  • Executory Contract means a contract to which one or more of the Debtors is a party that is subject to assumption or rejection under sections 365 or 1123 of the Bankruptcy Code.

  • Executory Contracts means executory contracts and unexpired leases as such terms are used in 11 U.S.C. § 365, including all operating leases, capital leases, and contracts to which the Debtor is a party or beneficiary on the Confirmation Date.