MBESA definition

MBESA has the meaning set forth in the Recitals.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

MBESA means the Third Party Master Beneficiary Escrow Services Agreement to be entered into among, Popular, EVERTEC and Iron Mountain Intellectual Property Management, Inc. as of the date hereof, as it may be amended, restated, supplemented or otherwise modified from time to time.]

MBESA has the meaning set forth in the Recitals. “Merger Agreement” has the meaning set forth in the Recitals. “MSA” has the meaning set forth in the Recitals. “Non-Controlled Public Entity” means a Person which has equity securities listed on national stock exchange and which Person’s Affiliates do not beneficially own securities representing the majority of the voting power to elect the members of the board of directors or other governing body of such Person. “Order” means any order, injunction, judgment, decree, writ or other enforcement action of a Government Entity. “Other Person” has the meaning set forth in the definition of “beneficially owned”. “Party” and “Parties” have the meaning set forth in the Preamble. “Permitted Assignment” means a Permitted Subsidiary Assignment or a Permitted Third-Party Assignment. “Permitted Controlling Holder” means a Person that (i) beneficially owns equity securities representing a majority of the voting power to elect the directors of EVERTEC or (ii) any successor or any other entity holding all or substantially all of the assets of EVERTEC and its Subsidiaries in a transaction or series of transactions, in each case, without contravening Section 10.6 or without Popular validly exercising its termination right pursuant to Section 10.7 provided that such Person shall be a “Permitted Controlling Holder” only with respect to the applicable entity that issues such securities. “Permitted Subsidiary Assignment” means an assignment by EVERTEC of any of its rights, duties or obligations under this Agreement to an Assignee Sub in compliance with the provisions of Section 10.6. “Permitted Third-Party Assignment” means an assignment by EVERTEC of all its rights, duties and obligations under this Agreement to an Asset Acquirer in compliance with the provisions of Section 10.6. “Permitted Ultimate Parent” means with respect to a Permitted Controlling Holder, its Ultimate Parent Entity.

Examples of MBESA in a sentence

The Parties shall cooperate to determine in good faith which party shall control and direct the defense, and exercise the other rights of EVERTEC, pursuant to Section 7 of the MBESA.
Notwithstanding the foregoing, neither Party shall enter into any settlement or agreement that would prejudice the other Party’s rights in the Deposit Materials or under this Agreement or the MBESA, or otherwise impose any liability or obligation on the other Party, without the prior written consent of such Party.
Following the Initial Deposit, on a semi-annual basis during the term of the MSA and thereafter for the term of any Transition Period, EVERTEC will deliver to Iron Mountain pursuant to the MBESA the then-current versions of the Deposit Materials and any new Deposit Materials (“Future Deposits”) for deposit into the applicable existing Deposit Account(s) and/or one or more new Deposit Accounts, as applicable.
Without limiting the foregoing, in the event that Iron Mountain no longer offers the services it has agreed to provide under the MBESA, terminates the MBESA pursuant to Section 6(a)(v) thereunder the Parties will negotiate in good faith to select and enter into an agreement with a new third-party escrow agent, and EVERTEC will deposit all Deposit Materials and Future Deposits with such escrow agent in accordance with the terms of this Agreement.
This Agreement (including all the Exhibits hereto), the MBESA and the MSA constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, oral or written, between the Parties with respect to the subject matter hereof and thereof.
For the avoidance of doubt, nothing contained in this Section 10.14 shall limit the rights of Popular under the MBESA.
Any attempted or purported assignment in violation of this Section 10.6 hereof shall be null and void and the assignee’s rights assigned pursuant to any assignment made in compliance with this Section 10.6 will terminate in the event and to the extent of the termination of this Agreement or the MBESA (as applicable).
For clarity, this Agreement and the MBESA shall be considered a “commercial agreement” for purposes of clause (ii) in the immediately preceding sentence and in the corresponding provision in the MSA.
This Agreement (including all the Exhibits hereto) and the MBESA constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, oral or written, between the Parties with respect to the subject matter hereof and thereof.
For the avoidance of doubt, nothing contained in this Section 10.13 shall limit the rights of Popular under the MBESA.

More Definitions of MBESA

MBESA has the meaning set forth in the Recitals. “Merger Agreement” has the meaning set forth in the Recitals. “MSA” has the meaning set forth in the Recitals. “Order” means any order, injunction, judgment, decree, writ or other enforcement action of a Government Entity. “Party” and “Parties” have the meaning set forth in the Preamble.

MBESA means Mineração Boa Esperança S/A, a company formed under the laws of Brazil.