Material Arrangement definition

Material Arrangement means all the agreements, arrangements or mutual understandings of any nature whatsoever which are material to the business or operations of any Group Company (including any material variation or amendment to any such agreement, arrangement or understanding), and includes any agreement, arrangement or understanding that: (a) involves, or is likely to involve, expenditure or revenue of $500,000 or more per annum; (b) cannot be terminated by a Group Company on less than 3 months’ notice without penalty, liability or cost to the relevant Group Company, excluding contracts (other than those referred to in sub-clause (a)) for the supply of goods or services by a Group Company in the ordinary course of business; (c) is with a Vendor or any of its Related Parties; (d) involves giving indemnities, other than in the ordinary course of business for goods or services supplied by a Group Company; (e) limits or otherwise restricts it from engaging or competing in any line of business, in any location or with any person; and to the extent a Material Business Agreement falls within this definition, includes that Material Business Agreement, but excluding any agreement or contract that relates to Permitted Indebtedness; Material Business Agreement means the material business agreements listed in the Side Letter; MRO Programmes means the mobile repayment option financing programmes under which the Group sells receivables to Castlerock First Capital Limited or MRO2 Limited; Non Defaulting Party has the meaning given in clause 23.1;