Other Material Contract definition

Other Material Contract means (i) leases (including with respect to real property, rail lines or rail segments) that, individually, have a fair market value in excess of $2 million or that relate to at least 2,000 car loads per year, (ii) contracts containing restrictions (including “paper barriers” and “interchange commitments”, as such terms are generally understood in the railroad industry) on the right of the Company or any of its Subsidiaries (or which, following Closing would contain restrictions that would purport to restrict the ability of Parent or its Affiliates) to engage in activities competitive with any Person or to solicit customers or suppliers anywhere in the world, other than restrictions that are part of the terms and conditions of any “requirements” or similar agreement under which the Company or any of its Subsidiaries has agreed to procure goods or services exclusively from any Person, (iii) contracts that provide for borrowings in excess of $3.5 million or that relates to a swap or hedging transaction or other derivative agreement for a net amount in excess of $3.5 million, (iv) contracts that obligate the Company to make any capital commitment or capital expenditure, other than acquisition of inventory, in excess of $2 million, (v) contracts that provide the Company or its Subsidiaries rights as to operation, management or control of a partnership, joint venture or similar arrangement, unless immaterial to the Company and its Subsidiaries, taken as a whole, (vi) contracts that relate to any acquisition of a business by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries has any material continuing “earn out” or other contingent or fixed payment obligations, (vii) contracts that relate to transportation or transportation related activities (other than tariffs) pursuant to which the Company generated in excess of $5 million during the prior fiscal year and (viii) contracts that are settlement or similar contracts with any Governmental Entity or that are any other settlement or similar contracts pursuant to which the Company or any of its Subsidiaries are obligated to pay consideration after the date of this Agreement in excess of $2 million.
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Other Material Contract means (i) any lease, sublease or similar contract with respect to personal property that, individually, results in revenue or generates expenditure in excess of $250,000 for the prior fiscal year or that relates to at least 1,000 car loads per year; (ii) any contract containing restrictions (including "interchange commitments", as such term is defined in the regulations of the STB) on the right of the Company or any of its Subsidiaries (or which, following Closing would contain restrictions that would purport to restrict the ability of Parent or its Affiliates) to (w) operate in any geographic area, (x) engage in any business or in any activities competitive with any Person, (y) solicit customers or suppliers anywhere in the world, or (z) solicit or hire any employee or consultant, other than restrictions that are part of the terms and conditions of any "requirements" or similar agreement under which the Company or any of its Subsidiaries has agreed to procure goods or services exclusively from any Person; (iii) any contract under which the Company or any of its Subsidiaries has borrowed any money from, or issued any note, bond, debenture or other evidence of Indebtedness to, any Person (other than the Company or a wholly-owned Subsidiary of the Company) or any other note, bond, debenture or other evidence of Indebtedness of the Company or any of its Subsidiaries (other than in favor of the Company or a wholly-owned Subsidiary of the Company), or has directly or indirectly guaranteed such Indebtedness of any Person, in any such case that, individually, is in excess of $250,000; (iv) any contract under which the Company or any of its Subsidiaries has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than the Company or any of its Subsidiaries) in excess of $250,000; (v) any contract that has an aggregate future liability to any Person (including any employment contract, consulting agreement, agreement for services, bonus agreement, or severance agreement with any officer, director or employee of the Company or its Subsidiaries) in excess of $250,000 in any future fiscal year and is not terminable by the Company or its Subsidiary by notice of not more than 60 days without cost (other than acquisition of inventory in the ordinary and usual course of business consistent with past practice); (vi) any contract that provides the Company or its Subsidiaries rights as to operat...
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Other Material Contract means any agreement (including all modifications, amendments and supplements thereto), other than a Service Contract, Lease or REA, (i) that limits or purports to limit, directly or indirectly, the ability of the Company, any of its Subsidiaries or the Venture to compete with any Person in any geographic area during any period; (ii) relating to the acquisition or disposition of any real property, whether by merger, sale of stock, sale of assets or otherwise; (iii) under which the Company, any of its Subsidiaries or the Venture is obligated to pay in excess of $25,000 over the remaining term thereof; (iv) constituting an option agreement for real property or (v) which is between or among any of the Company, any of its Subsidiaries, PCI, Park City and the Venture, including without limitation, any notes representing indebtedness among any such entities. "Ordinary Course of Business" means the ordinary course of business of the Company, its Subsidiaries, P City and the Venture, consistent with past custom and practice. "Park City" means Park City, Inc., a Delaware corporation. "Park City Proceeds" means the aggregate amount, in U.S. Dollars, required to be paid by the Company in order to satisfy in full the mortgage indebtedness of the Company secured by the Park City Center located in Lancaster, Pennsylvania and to obtain the release of all Liens related thereto on the Closing Date and all other obligations of the Company and its Affiliates in respect thereof, including the payment of all fees and expenses related thereto.
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Examples of Other Material Contract in a sentence

  • Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice from any other party to a Company Material Contract, Material Lease, Restrictive Agreement or Other Material Contract that such other party intends to terminate, not renew, or renegotiate in any material respects the terms of, any such Company Material Contract, Material Lease, Restrictive Agreement or Other Material Contract.

  • The Company is not in breach of or default under any of the Material Agreements or Other Material Contracts, and to the Company’s knowledge, no other party to a Material Agreement or Other Material Contract is in breach of or default under such Material Agreement or Other Material Contracts, except in each case, for such breaches or defaults as would not reasonably be expected to have a Material Adverse Effect.

  • No event or condition exists which constitutes, or after notice or lapse of time or both would constitute, a default on the part of the Company or any of its Subsidiaries under any Company Material Contract, Material Lease or Other Material Contract and no other party to such Company Material Contract, Material Lease or Other Material Contract is, to the Knowledge of the Company, in default in any respect thereunder.

  • If the transactions contemplated by this Agreement, without the consent of a third party, would constitute a breach of any Customer Contract, Permit, Related Approval, Real Estate Lease or Other Material Contract, and such consent has not been obtained as of the Closing Date, but nevertheless Buyer elects to consummate the transactions contemplated herein, Seller will still be obligated to obtain such third-party consent following the Closing Date.

  • CPAM has not received any written notice from any other Person indicating that CPAM is in Default under any Other Material Contract.

  • Except as listed on Schedule 4.06(f), and except in connection with the transactions contemplated by this Agreement, the Company is not currently engaged in the negotiation of any leases, agreements or other contracts which would be a Company Material Contract or Other Material Contract if executed by or on behalf of the Company.

  • Neither the Company nor any of its Subsidiaries (i) is in violation or default under any Company Material Contract, Material Lease or Other Material Contract or (ii) has received notice of any asserted violation or default by the Company or its Subsidiary party thereto under any Company Material Contract, Material Lease or Other Material Contract.

  • None of the Company, any of its Subsidiaries or the Venture has received from, or given any written notice to, any party to any Other Material Contract claiming the existence of any default or breach thereunder.

  • Administrative Agent may, however, at its option, assume or perform any such obligations which it considers necessary or desirable to obtain the benefit of any Other Material Contract free of any set-off, deduction or abatement and any money so expended by Administrative Agent shall form part of the Liabilities and bear interest at the rate from time to time applicable to the outstanding balance of the Liabilities.

  • Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice from any other party to a Company Material Contract, Material Lease or Other Material Contract that such other party intends to terminate, not renew, or renegotiate in any material respects the terms of, any such Company Material Contract, Material Lease or Other Material Contract.

Related to Other Material Contract

  • Company Material Contract has the meaning set forth in Section 3.15(a).

  • Company Material Contracts has the meaning set forth in Section 3.13(a).

  • Material Contract means any contract or other arrangement (other than Loan Documents), whether written or oral, to which any Credit Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

  • Parent Material Contract shall have the meaning as set forth in Section 4.14 of the Agreement.

  • Material Contracts has the meaning set forth in Section 3.09(a).