Identified Contracts definition
Examples of Identified Contracts in a sentence
From time to time prior to the Closing, the Company may submit a list of Contracts, including Non-Disclosed Contracts (the "Identified Contracts"), to Buyer that the Company believes would be in the best interests of the Company and Buyer to terminate or amend, and represents and warrants that such termination or amendment shall not violate or be in breach of the terms of such Identified Contracts.
Any actions taken by the Company to terminate or amend such Identified Contracts shall not constitute a breach of this Agreement, nor shall any Buyer Indemnified Party have any right to recover any Losses resulting from such actions.
Buyer shall provide written instructions to the Company specifying which of the Identified Contracts Buyer desires to be terminated or amended.
Except as set forth on Schedule 8(d), all such Identified Contracts and arrangements have been entered into by Seller in the Ordinary Course of Business.
The Company has made available to Parent or its counsel true and correct copies of all Identified Contracts that are material to the Company and the Company Subsidiaries, taken as a whole.
Seller has delivered to Purchaser (i) true, accurate and complete copies of each document set forth on Schedule 4.12 as amended or modified and each of the Contracts included in the Purchased Contracts and Permits as amended or modified (collectively, the "Identified Contracts") and (ii) a written description of each oral arrangement so listed on Schedule 4.12.
Seller has delivered to Purchaser (i) true, accurate and complete copies of each document set forth on Schedule 4.14 as amended or modified and each of the Contracts included in the Acquired Contracts and Permits as amended or modified (collectively, the "Identified Contracts") and (ii) a written description of each oral arrangement so listed on Schedule 4.14.
Seller has furnished to, or made available for inspection and copy by, Buyer a true and correct copy (or summaries, if oral) of all Specified Contracts and has provided Buyer with full access to all Generically Identified Contracts, in each case, together with all amendments, waivers or other changes thereto.
Except as set forth on Schedule 3.16, all such Identified Contracts and arrangements have been entered into by Seller in the ordinary course of business and are on terms that are no less favorable to Seller than the terms which could be obtained from an unrelated third party and, if cancelled at any time, would not have a Material Adverse Effect.
Based on our review of the Identified Contracts, the execution and delivery by the Loan Parties of the Credit Documents to which the Loan Parties are a party, and the performance by the Loan Parties of their obligations thereunder, will not violate or result in a default under any provision of any Identified Contract or result in the creation or imposition of any security interest in or lien or encumbrance upon, any of the assets of the Loan Parties pursuant to the provisions of any Identified Contract.