Ordinary Course Agreements definition

Ordinary Course Agreements has the meaning specified in Section 2.3.
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Ordinary Course Agreements means non-disclosure or confidentiality agreements, materials transfer agreements, evaluation agreements, consulting agreements, sponsorship agreements (other than research and development agreements), advertising agreements, Trademark use agreements (short term and for limited use only), in each case, entered into by the Company or any of its Subsidiaries in the ordinary course of business and provided that none of the foregoing agreements are material to the Company and its Subsidiaries, taken as a whole.
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Ordinary Course Agreements has the meaning assigned to that term in Section 6.14(c).
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Examples of Ordinary Course Agreements in a sentence

  • Further, the Seller has not received any deposits, prepayments or other payments under the Ordinary Course Agreements for services not yet performed or products not yet delivered.

  • Subject to Section 2.4, the Buyer hereby assumes the rights and obligations under the express written terms of the Ordinary Course Agreements being assumed by the Buyer to the extent and only to the extent such obligations accrue on or after the Closing, excluding any Retained Liabilities (collectively, the "Assumed Liabilities").

  • Except as set forth on Schedule 5.7 hereto, none of the rights under the Ordinary Course Agreements will be impaired by the consummation of the transactions contemplated by this Agreement, and all such rights will inure to and be enforceable by the Buyer after the Closing without the authorization, consent, approval or filing with, any other Person.

  • The Ordinary Course Agreements and the Permits are valid, binding and in full force and effect, and upon assignment and assumption, with applicable consents if necessary, will be enforceable by the Buyer in accordance with their respective terms.

  • Any liability of the Seller to perform or provide services or products to customers under the Ordinary Course Agreements if the Seller has already been paid for such services and products but has not provided or performed the services or products.

  • Notwithstanding the foregoing, the Ordinary Course Agreements shall be assumed by the Buyer to the extent and only to the extent the duties and obligations thereunder accrue on or after the date of Closing, excluding any Retained Liabilities (collectively, the “Assumed Liabilities”).

  • From and after the Closing Date, Seller will remit (and will cause VMC to remit) to Buyer, within one month following receipt thereof, any payments received by Seller or VMC with respect to Open Orders, Ordinary Course Agreements, and Penta Products sold by Buyer, or other amounts properly payable to Buyer hereunder.

  • Subject to Section 2.4, Buyer shall assume the rights and obligations of Seller under the unfilled, non-delinquent customer purchase orders received in the ordinary course of business for which no payment has been collected (“Open Orders”) and under the Ordinary Course Agreements and trade accounts payable of the Penta Business properly accrued after the Closing.

  • The Ordinary Course Agreements and Material Contracts were negotiated at arms' length and in good faith by Root9B.

  • Subject to Section 2.4, the Buyer shall assume the rights and obligations of the Seller under the express written terms of the TCVP Task Force Agreement and certain other agreements and customer purchase orders to which Seller is a party as described on Schedule 2.3 (the "Ordinary Course Agreements").


More Definitions of Ordinary Course Agreements

Ordinary Course Agreements has the meaning set forth in Section 4.5(c).
Sample 1
Ordinary Course Agreements means (i) any customary commercial Contracts entered into in the ordinary course of business not primarily related to Taxes and (ii) with respect to the Company, any such agreement solely between the Company and its existing Subsidiaries and, with respect to the Acquiror, any such agreement solely between Acquiror and Merger Sub.
Sample 1
Ordinary Course Agreements means (i) any presenting agreement with the show entered into by a Target Group Company in the ordinary course of business and consistent with past practices for one touring production in a BAA Market, (ii) any contract (other than the presenting agreement with the show) entered into by a Target Group Company in the ordinary course of business and consistent with past practices that relates to the presentation of one touring production in a BAA Market, (iii) any Ordinary Presenting Agreement and (iv) any contract entered into by Network Presentations, LLC in the ordinary course and consistent with past practices that relate to the production of a show, such as agreements with cast members, designers and directors, and that involve financial commitments consistent with the production budget for such show; provided that any agreement that would otherwise be covered under clause (ii) that contains fixed and/or contingent payments in excess of $200,000 payable to a single individual will not be an “Ordinary Course Agreement” for purposes hereof.
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Related to Ordinary Course Agreements

  • Ordinary Course of Business means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

  • Ordinary Course Transferees (i) with respect to goods only, buyers in the ordinary course of business and lessees in the ordinary course of business to the extent provided in Section 9-320(a) and 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction, (ii) with respect to general intangibles only, licensees in the ordinary course of business to the extent provided in Section 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction and (iii) any other Person who is entitled to take free of the Lien pursuant to the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction.

  • the ordinary course of business means matters connected to the day-to- day supply of goods and/or services by the Target business or the Sony business and does not include matters involving significant changes to the organisational structure or related to the post-merger integration of the Target business and the Sony business;

  • Ordinary Course means, with respect to an action taken by a Person, that the action is consistent with the past practices of the Person and is taken in the usual course of the normal day-to-day operations of the Person.

  • Buyer in ordinary course of business means a person that buys goods in good faith, without knowledge that the sale violates the rights of another person in the goods, and in the ordinary course from a person, other than a pawnbroker, in the business of selling goods of that kind. A person buys goods in the ordinary course if the sale to the person comports with the usual or customary practices in the kind of business in which the seller is engaged or with the seller's own usual or customary practices. A person that sells oil, gas, or other minerals at the wellhead or minehead is a person in the business of selling goods of that kind. A buyer in ordinary course of business may buy for cash, by exchange of other property, or on secured or unsecured credit, and may acquire goods or documents of title under a preexisting contract for sale. Only a buyer that takes possession of the goods or has a right to recover the goods from the seller under article 2 may be a buyer in ordinary course of business. The term does not include a person that acquires goods in a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

  • Lessee in ordinary course of business means a person who in good faith and without knowledge that the lease to him or her is in violation of the ownership rights or security interest or leasehold interest of a third party in the goods leases in ordinary course from a person in the business of selling or leasing goods of that kind but does not include a pawnbroker. "Leasing" may be for cash or by exchange of other property or on secured or unsecured credit and includes acquiring goods or documents of title under a pre-existing lease contract but does not include a transfer in bulk or as security for or in total or partial satisfaction of a money debt.

  • Ordinary Course Professional Order means the Order Authorizing the Retention and Compensation of Certain Professionals Utilized in the Ordinary Course of Business [D.I. 765].

  • Ordinary Course Professionals Order means the order entered by the Bankruptcy Court on November 4, 2005 authorizing the retention of professionals utilized by the Debtors in the ordinary course of business.

  • Franchise Agreements means (a) the Franchise Agreements set forth on Part IV of Schedule 4.01(p) hereto, and (b) any Franchise Agreement in respect of a Borrowing Base Asset entered into after the Closing Date in compliance with Section 5.01(r).

  • Past Practice means past practices, accounting methods, elections and conventions.

  • Past Practices shall have the meaning set forth in Section 3.5.

  • IP Agreements means all material Copyright Licenses, Patent Licenses, Trademark Licenses, and all other agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any material Intellectual Property to which a Pledgor, now or hereafter, is a party or a beneficiary, including, without limitation, the agreements set forth on Schedule III hereto.

  • PJM Agreements means the PJM OATT, PJM Operating Agreement, PJM RAA and any other applicable PJM manuals or documents, or any successor, superseding or amended versions thereof that may take effect from time to time.

  • Program Agreements means, collectively, this Agreement, the Guaranty, if any, the Custodial Agreement, the Pricing Side Letter, each Underlying Entity Agreement, if any, the Administration Agreement, the Electronic Tracking Agreement, if any, the Netting Agreement, the Custodial Account Control Agreement, each Holdback Account Control Agreement, if any, each Power of Attorney, each Servicing Agreement, if any, and each Servicer Notice, if any.

  • VIE Agreements means the Exclusive Service Agreement, the Exclusive Call Option Agreement, the Shareholder Voting Rights Proxy Agreement and the Equity Pledge Agreement entered into by and among some or all of the Parties hereto on the same day this agreement is entered, including any supplemental agreements or amendments to such agreements, and any other agreements, contracts or legal documents executed or issued by one or more Parties and/or Party C’s affiliated enterprises from time to time to ensure the performance of the aforesaid agreements, signed or accepted by Party A in writing.

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Services Agreements means the Outsourcing Master Services Agreements between MBL and MGL dated November 15, 2007, and between the Non-Banking Holdco and MGL dated December 10, 2007, and any supplements or amendments thereto;

  • Operating Leases means all real or personal property leases under which any Company is bound or obligated as a lessee or sublessee and which, under GAAP, are not required to be capitalized on a balance sheet of such Company; provided that Operating Leases shall not include any such lease under which any Company is also bound as the lessor or sublessor.

  • Payables Liabilities of a party arising from the borrowing of money or the incurring of obligations for services, merchandise or goods purchased.

  • Existing Agreements means the [*****].

  • Material Agreements shall have the meaning assigned to such term in Section 4.16 hereof.

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Seller Agreements means the Sale and Servicing Agreement, the Purchase Agreement, the Trust Agreement, [the Insurance Agreement, the Indemnification Agreement] and this Agreement. The Notes are being purchased by the Underwriters named in Schedule 1 hereto, and the Underwriters are purchasing, severally, only the Notes set forth opposite their names in Schedule 1, except that the amounts purchased by the Underwriters may change in accordance with Section 10 of this Agreement. [Name of representative of underwriters] is acting as representative of the Underwriters and in such capacity, is hereinafter referred to as the "Representative." The offering of the Notes will be made by the Underwriters and the Companies understand that the Underwriters propose to make a public offering of the Notes for settlement on _____________, 20__ as the Underwriters deem advisable. The Certificate will be retained by the Seller. Defined terms used herein shall have their respective meanings as set forth in the Sale and Servicing Agreement.

  • Operating Agreements means the management agreements, service contracts, supply contracts, leases (other than the Leases) and other agreements, if any, in effect with respect to the construction, ownership, operation, occupancy or maintenance of the Property. All of the Operating Agreements in force and effect as of the date hereof are listed on Exhibit E attached hereto.

  • Excluded Agreements means (i) the Warrant Agreement; and (ii) any stock purchase agreement, options, or other warrants to acquire, or agreements governing the rights of, any capital stock or other equity security, or any common stock, preferred stock, or equity security issued to or purchased by Us or Our nominee or assignee.

  • Management Services Agreements means an agreement, however styled, between (a) the Issuer or a Guarantor, on the one hand, and (b) a PC Entity, on the other hand, pursuant to which the Issuer or a Guarantor provides management services or similar services to such PC Entity. All references to Management Services Agreements shall also include all such related documents necessary to ensure that each relationship with each PC Entity meets the PC Entity Requirements.