Retained Franchises definition

Retained Franchises. As defined in Section 9.06.
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Retained Franchises means Franchises intended to be acquired in ------------------- connection with the Cablevision Acquisition but which have not yet been acquired for one of the reasons specified in Section 7.07 of the Cablevision Acquisition Agreement and, accordingly, are to be managed by the Borrower pending resolution of the matters preventing such acquisition as contemplated by Section 9.06 of the Cablevision Acquisition Agreement.
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Retained Franchises has the meaning ascribed thereto in the recitals to this Agreement.
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Examples of Retained Franchises in a sentence

  • As of the Closing Date, the number of Equivalent Basic Subscribers served by Retained Franchises shall not exceed 10% of the Subscriber Threshold; provided that Buyer may at any time designate any Franchise as a non-Retained Franchise, in which event such non-Retained Franchise shall be transferred to Buyer at the Closing in accordance with the provisions of this Agreement and shall not be subject to any provisions relating to Retained Franchises.

  • The number of Equivalent Basic Subscribers served by the Systems (including those served under Retained Franchises) is not less than 85% of the Subscriber Threshold.

  • Set forth in Schedule IV hereto is a complete and correct ---------- list of all Franchises (identified by issuing authority, franchisee and expiration date) (i) owned by the Borrower and its Subsidiaries on the date hereof or (ii) that, with the exception of any Retained Franchises, will by owned by the Borrower on the Closing Date (after giving effect to the Cablevision Acquisition), and identifying the respective Seller from which such Franchises are to be purchased.

  • The basis for U.S. federal and state income tax purposes of the Acquired Assets is, and at the Closing will be, not less than $7,000,000, less the basis for such purposes of any Retained Franchises.

  • Any director may resign at any time upon notice given in writing or by electronic transmission to the Chairperson of the Board, Chief Executive Officer or Secretary of the Corporation, such resignation to specify whether it will be effective at a particular time, upon receipt or at the pleasure of the Board.

  • From and after the Closing Date the Seller(s) owning any Retained Franchises or Retained Assets shall continue to use commercially reasonable efforts to obtain the Required Consent with respect to any Retained Franchise ("Retained Franchise Consent"), and the terms and conditions of Section 6.7, insofar as they apply to Franchise Required Consents, shall govern the obtaining of any such Retained Franchise Consent.

  • At each such Subsequent Transfer, shares of Common Stock representing a portion of the Deferred Equity Consideration equal to the proportion of the Basic Subscribers on the Closing Date in the Retained Franchises being transferred on such date as to all Basic Subscribers on the Closing Date in Retained Franchises shall be issued to Holdings and registered in the name of Holdings or its nominees.

  • In the event there are any Retained Franchises and Assets on the Closing Date, the amount of the Purchase Price paid by Buyer at Closing with respect to such Retained Franchises and Assets shall be the Discounted Franchise Purchase Price (as defined in Section 9.5) with respect thereto.

  • From and after the Closing Date the Seller(s) owning any Retained Franchises or Retained Assets shall continue to use commercially reasonable efforts to obtain the Required Consent with respect to any Retained Franchise ("Retained Franchise Consent").

  • If there are any Retained Franchises, the Systems covered by such Retained Franchises shall be operated pursuant to the Management Agreement from the Closing until the Subsequent Closing with respect thereto or the Final Closing, as the case may be.

Related to Retained Franchises

  • Licenses means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises, and similar consents granted or issued by any Person and are associated with or necessary to operate the Company and/or used in connection with the Business.

  • Permits and Licenses means any approval, consent, license, permit, waiver, exception, variance or other authorization issued, granted, given, or otherwise made available by or under the authority of a government or governmental agency or under any applicable law, regulation, rule or order.

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

  • Liquor Licenses shall have the meaning set forth in Section 8.10.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Business Licenses has the meaning ascribed to it in Section 1.01(a)(x).

  • Pre-Existing Intellectual Property means intellectual property developed prior to or outside the scope of this Contract, and any derivatives of that intellectual property.

  • Pre-Existing Intellectual Property Rights means any Intellectual Property Rights vested in or licensed to the Client or the Contractor prior to or independently of the performance by the Client of the Contractor of their obligations under this Contract.

  • FCC Licenses means a License issued or granted by the FCC.

  • 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).

  • Franchise means the initial authorization, or renewal thereof, issued by the Franchising Authority, whether such authorization is designated as a franchise, agreement, permit, license, resolution, contract, certificate, ordinance or otherwise, which authorizes the construction and operation of the Cable System.

  • Business Permits means any approvals, permits, filings, registrations, etc which the Company is required to have for legally and validly operating all its businesses, including without limitation, Business License of Corporate Legal Person, Operation Permit of Value-added Telecommunication Service and such other relevant permits and licenses as required by the then-effective PRC Law.

  • 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.

  • Intellectual Property Matters Agreement means the Intellectual Property Matters Agreement to be entered into by and between Parent and SpinCo or the members of their respective Groups in connection with the Separation, the Distribution or the other transactions contemplated by this Agreement, as it may be amended from time to time.

  • Retained Businesses means all businesses now, previously or hereafter conducted by Sellers or any of their Affiliates, other than the Businesses, and “Retained Business” specifically includes the Specified Retained Businesses.

  • Licenses and Permits means, collectively, all of Seller’s right, title and interest, to the extent assignable, in and to licenses, permits, certificates of occupancy, approvals, dedications, subdivision maps and entitlements now or hereafter issued, approved or granted by the Authorities in connection with the Real Property and the Improvements, together with all renewals and modifications thereof.

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted or proposed to be conducted to which Seller is a party, beneficiary or otherwise bound.

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

  • Company License Agreements means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Retained Names and Marks shall have the meaning set forth in Section 5.3.

  • Liquor License means any license, permit, registration, qualification or other approval required to sell, dispense or distribute alcoholic beverages under the Liquor Laws.

  • Business Intellectual Property means the Owned Intellectual Property and the Licensed Intellectual Property.

  • Company Intellectual Property Agreements means any Contract to which the Company or any Subsidiary is a party or is otherwise bound and (A) pursuant to which the Company or any Subsidiary has granted any rights with respect to any Company Intellectual Property or has been granted any rights with respect to any Third-Party Intellectual Property, or (B) that otherwise governs any Company Intellectual Property.

  • Excluded Intellectual Property means any Intellectual Property (including Software, but excluding Trademarks), owned by Seller and its Affiliates as of the date hereof that is not Acquired IP.

  • Permits means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.