Non-Terminable Contracts definition

Non-Terminable Contracts shall have the meaning set forth in Section 4.1(h).

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Non-Terminable Contracts shall have the meaning given such term in Section 6.1(j).

Non-Terminable Contracts means those service contracts that, by their terms, cannot be terminated by Seller on thirty (30) days’ prior written notice or without the payment of a penalty, termination fee, or other charge that is greater than one month's payment for services under such service contract. The Non-Terminable Contracts are those contracts identified as “Non-Terminable Contracts” on Exhibit I. The cost associated with such Assumed Service Contracts shall be prorated as of the Close of Escrow on an accrual basis. Seller shall pay all such expenses that accrue prior to the Closing Date and Buyer shall pay all such expenses accruing on the date of the Closing and thereafter.

Examples of Non-Terminable Contracts in a sentence

During a Non-Consent Year, the Parties shall each use their commercially reasonable efforts to mitigate any payment requirements under any Non-Terminable Contracts at the sole cost and expense of the Non-Consent Party; provided that the Electing Party shall not be required to conduct any Development Operations to satisfy its obligations to mitigate such payment requirements.
Purchaser may, by notice given to Seller on or prior to the Termination Deadline, request that Seller terminate one or more of the Contracts effective as of the Closing Date; provided, however, that Purchaser shall not be entitled to cause Seller to terminate any contracts that are non-terminable by their terms (whether or not such contract has a provision for a termination fee)(collectively, the "Non-Terminable Contracts").
If Buyer fails to waive any such prior disapproval and does not terminate this Agreement before the expiration of the Due Diligence Period, then Buyer shall be deemed to have waived its prior disapproval of the corresponding Non-Terminable Contract(s).
All Service Contracts (other than the Non-Terminable Contracts) that Buyer does not so approve shall be deemed disapproved, and Seller shall, at Seller’s expense, terminate such disapproved Service Contracts effective not later than the Closing Date.
Seller shall so terminate such Contracts (other than the Non-Terminable Contracts), provided that Seller shall not be obligated to pay any fee, amount or penalty incurred as a result of such termination, and Purchaser shall indemnify Seller against any such costs.
Prior to the expiration of the Feasibility Period, Buyer shall provide written notice to Seller of any such service contracts Buyer desires to assume, provided that Buyer shall be required to assumed the Non-Terminable Contracts (defined below) the assumed service contracts and the Non-Terminable Contracts are collectively, the “Assumed Service Contracts”.
Those Service Contracts not expressly disapproved by Buyer and the Non-Terminable Contracts (collectively, the "Approved Contracts") shall be assigned by Seller to, and assumed by, Buyer at the Closing pursuant to the Assignment of Contracts and ▇▇▇▇ of Sale attached as Exhibit C hereto.
Those Contracts not expressly disapproved by Buyer and the Non-Terminable Contracts (collectively, the “Approved Contracts”) shall be assigned by Seller to Buyer at the Closing to the extent allowable under such Approved Contracts pursuant to the “Assignment of Contracts” (as that term is defined in Section 5.1.4 below).
All service contracts (other than the Non-Terminable Contracts) that Buyer has not elected to assume are deemed disapproved.
Seller shall provide written notice of termination to those applicable third parties with respect to such Disapproved Contracts (that are not Non-Terminable Contracts) on or before the Closing and shall terminate the same as of Closing.

More Definitions of Non-Terminable Contracts

Non-Terminable Contracts has the meaning set forth in Section 3.5(a)(v).

Non-Terminable Contracts has the meaning ascribed to such term in Section 2.2.