Material Contract or Permit definition
Examples of Material Contract or Permit in a sentence
Any Material Contract or Permit and License identified in such a notice (each, an “Excluded Contract”) shall no longer be an Assigned Contract or an Assigned Permit and License.
Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Seller will not, and will not cause or permit the Company to, without the prior consent of Purchaser, (a) make any modifications to any Material Contract or Permit except in the ordinary course of business and consistent with past business practices, or (b) enter into any compromise or settlement of any pending or threatened Litigation.
Promptly, and in any event within ten (10) Business Days after any Material Contract or Permit is terminated or amended or any new Material Contract or new Permit is entered into or issued by or to the Company or any of its Subsidiaries, a written statement describing such event, with copies of amendments or new contracts or Permits, and an explanation of any actions being taken with respect thereto.
Seller shall cooperate with Purchaser, upon Purchaser’s reasonable request, in endeavoring to obtain the consent of, or authorization from, any Person required by any provision of any Real Property Lease, Personal Property Lease, Material Contract or Permit, or that otherwise may be required, in connection with the Transactions or the subsequent operation of the Business by the Company Group Entities after Closing (the “Third Party Consents”).
All (a) Required Consents and (b) other consents, approvals -------- and waivers from Governmental Authorities and other Persons necessary to permit LLC to consummate the transactions contemplated hereby or necessary to avoid a breach of, default under or termination of any Material Contract or Permit shall have been obtained, unless the failure to obtain any such Required Consent or other consent, approval or waiver would not have a Material Adverse Effect.
The Purchaser and the Seller covenant and agree that if in connection with any such transfer or assignment, a guarantee of the Company's obligations is required by the other party to such Material Contract or Permit, any such guarantee will be made jointly by the Purchaser and the Seller and will be apportioned based on the percentage interest in the Company held by such Person and its Affiliates.
Any required authorization, consent, order, approval or waiting period (and any extension thereof) applicable to the purchase of the LLC Interests contemplated hereby shall have been received, expired or shall have been terminated, as appropriate, including without limitation those filings made under the HSR Act and any consents relating to any Material Contract or Permit.
Except as set forth on Schedule 3.2.1, no waiver, approval, consent or permit of, or filing with or notice to, any Governmental Authority or any other Person is required related to any Material Contract or Permit in connection with the transaction contemplated hereby or the execution, delivery or performance by any Seller of this Agreement or any other agreement or document delivered by or on behalf of any Seller in connection herewith.
All filings with, notifications to and consents from Government Agencies and third parties, including parties to Material Contracts, will have been made, given or obtained on terms acceptable to CHCI, acting reasonably, so that the transactions contemplated by this Agreement may be completed without resulting in the breach of, or any default, termination, amendment or acceleration of any obligation under, any Material Contract or Permit of or affecting CHCI, Subco or their respective businesses.
Schedule 4R of the Company Disclosure Letter lists all credit support provided by Seller or its Affiliates (each, a “Credit Support Obligor”) to or on behalf of the Company pursuant to applicable Law or the terms of a Material Contract or Permit, including guarantees, letters of credit, escrows, sureties and performance bonds, security agreements and other similar arrangements that are outstanding (collectively, the “Support Obligations”).