Significant Contract definition
Significant Contract has the meaning given to such term in Section 5.12(a).
Significant Contract has the meaning set forth in Section 4.13(b).
Significant Contract means any written contract, agreement, instrument, permit, lease or license of any Loan Party or any Subsidiary of any Loan Party, which is material to any such party’s business or which the failure to comply with could reasonably be expected to result in a Material Adverse Effect.
Examples of Significant Contract in a sentence
No party to any Significant Contract has exercised termination rights with respect thereto or has indicated in writing that it intends to terminate or materially modify its relationship with the Company or any of its Subsidiaries.
Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to any such Significant Contract is in breach of or in default under any Significant Contract.
After the Closing Date, no Loan Party has entered into, accelerated, terminated, modified, canceled or permitted to expire any Significant Contract or received notice that any other Person intends to accelerate, terminate, modify, cancel or permit to expire any such Significant Contract.
No Transferred Entity has received any written notice of an intention to terminate, not to renew or to challenge the validity or enforceability of any Significant Contract, the termination, failure to renew or challenge of which would, individually or in the aggregate, reasonably be expected to be material to the Transferred Entities, taken as a whole.
Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to any such Significant Contract is in breach of or in default under such Significant Contract.
More Definitions of Significant Contract
Significant Contract means (a) any Contract which evidences or secures indebtedness of a Party (other than a deposit) with a balance outstanding of $100,000 or more, which cannot be redeemed or prepaid at the option of such Person for an amount which, when added to the outstanding principal balance, would be less than $100,000, (b) any Contract, except a lease of real or personal property, to which such Party is a party or by which it is bound, if (i) such Contract was not made in the Ordinary Course of Business by such Party, or (ii) the performance or nonperformance of such contract could either (X) increase the Liabilities or decrease the Assets of the Party, or (Y) decrease the income or increase the expenses of such Party, in each case by $100,000 or more over the remaining term of the Contract, exclusive of all optional renewal periods and extensions of the term; provided, however, that any such Contract shall not be deemed to be a Significant Contract in the event such Party has the contractual right to terminate the Contract in question on 30 days' notice or less, without incurring a penalty or premium in excess of $100,000. It is understood that Significant Contracts do not include loans or commitments to fund loans or to extend credit.
Significant Contract means the following contracts, in each case as the same may be amended, modified or supplemented from time to time in accordance with this Agreement:
Significant Contract means each Contract in effect as of the date of this Agreement to which the Company or any of its Subsidiaries is a party, (i) with a dealer, broker, sales agency, advertising agency or other Person engaged in sales or promotional activities; (ii) which by its terms requires aggregate payments by or to the Company or any of its Subsidiaries in excess of $25,000; (iii) pursuant to which the Company or any of its Subsidiaries has made loans or advances (other than for ordinary course travel and expenses consistent with past practices of the Company), or has incurred debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any undertaking of another; (iv) which is an indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (v) creating a partnership or joint venture; (vi) prohibiting the Company or any of its Subsidiaries from conducting their respective businesses in any geographical area of operations or limiting the scope or type of their respective businesses or prohibiting the Company’s or any of its Subsidiaries’ from hiring or soliciting any Person as an employee, consultant or independent contractor; (vii) which is a power of attorney or agency agreement or written arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of the Company or any of its Subsidiaries; (viii) with respect to which the requirements for performance extend beyond two (2) years from the date of this Agreement; (ix) which contains warranties with respect to the Company Products other than those warranties expressly made in the literature accompanying such products or in the Company’s or any of its Subsidiaries’ standard license agreement; (x) which provides for the acquisition, directly or indirectly (by merger or otherwise), of substantially all of the assets (whether tangible or intangible) or the capital stock of another Person; (xi) which is an employment, consulting or professional advisor agreement (other than standard offer letters and consulting agreements that cannot be terminated without penalty or payment on at least ninety (90) days’ notice); (xiii) which involves the sale, issuance or repurchase by the Company or any of its Subsidiaries of any capital stock or securities of the Company or any of its Subsidiaries; (xiv) with any Government or Government Authority; or (xv...
Significant Contract means any Contract filed or required to be filed as an exhibit to the Company SEC Reports (as defined in Section 4.8(a)), any Employment Contract (as defined in Section 4.14(h)) or any Contract that is required to be disclosed in the Company Disclosure Schedule pursuant to Sections 4.13(a) through (l), (C) "Law" means any material federal, state, foreign or local law, statute, ordinance, rule, regulation, order, judgment or decree, and (D) "Permit" means any material franchise, grant, authorization, license, permit, easement, variance, exemption, consent, certificate, identification and registration number, approval or order issued by a Governmental Entity necessary to own, lease or operate Company's properties or to carry on Company's business as it is now being conducted.
Significant Contract means a legally binding, executory contract to which the Company or a Company Subsidiary is a party: (i) for the future purchase, exchange, transmission or sale of electric power in any form, including energy, capacity or any ancillary services; (ii) dealing with interconnection matters; (iii) that are intended to benefit from or reduce or eliminate the risk of fluctuations in interest rates or the price of commodities, including electric power, including energy, capacity or any ancillary services; (iv) pursuant to which the Company or any Company Subsidiary has an ownership interest in a partnership, joint venture or limited liability company; (v) pursuant to which the Company leases any real property; (vi) under which future expenditures required to be made by the Company or a Company Subsidiary between the date of this Agreement and the first anniversary of such date (other than pursuant to contracts with or for the benefit of Company Employees that can be terminated by the Company or any Company Subsidiary on notice of 60 days or less without penalty or liability for severance or notice pay) exceed $100,000; (vii) pursuant to which the Company or a Company Subsidiary has licensed to or from any third party any patent, trademark registration, service mark registration, trade name or copyright registration, other than pursuant to any nonexclusive license that is available to the public generally; (viii) evidencing indebtedness of the Company or any Company Subsidiary for, or a guarantee by the Company or a Company Subsidiary of sd-625790 Exhibit B - Agreement and Plan of Merger Page 22 of 85 indebtedness for, borrowed money in the amount of $100,000 or more; (ix) containing covenants materially limiting the development, production or distribution of the Company’s or any Company Subsidiary’s products or services; or (x) constituting a collective bargaining contract or a written employment, management, severance or change in control contract with any director or officer of the Company, other than offer letters in the Company’s or any Company Subsidiary’s standard form. The Company has made available to Parent or Parent’s legal or financial advisor a copy of each Significant Contract identified in Section 3.15(a) of the Disclosure Schedule.
Significant Contract means any material contract of any Credit Party for purposes of reporting to the United States Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 and the regulations promulgated thereunder.
Significant Contract means each Contract of the Company in effect as of the date of this Agreement to which the Company is a party or which affects the Company or its business or its assets, (i) with a dealer, broker, sales agency, advertising agency or other Person engaged in sales or promotional activities; (ii) which could require aggregate payments by or to the Company, or involve an unperformed commitment or services having a value, in excess of $25,000; (iii) pursuant to which the Company has made or will make loans or advances (other than for ordinary course travel and expenses consistent with past practices of the Company), or has or will incur debts or become a guarantor or surety or pledged its credit on or otherwise become responsible with respect to any undertaking of another; (iv) which is an indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (v) involving a partnership, joint venture or other cooperative undertaking; (vi) involving restrictions relating to the Company or its business with respect to the geographical area of operations or scope or type of business of the Company or the Company’s right to hire or solicit any Person as an employee, consultant or independent contractor; (vii) which is a power of attorney or agency agreement or written arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of the Company; (viii) with respect to which the requirements for performance extend beyond one (1) year from the date of this Agreement; (ix) which contains warranties with respect to the products manufactured and/or sold or licensed by the Company (including any Products) other than those warranties expressly made in the literature accompanying such products or in the Company’s standard license agreement; (x) which provides for the acquisition, directly or indirectly (by merger or otherwise), of material assets (whether tangible or intangible) or the capital stock of another Person; (xi) which is an employment, consulting or professional advisor agreement (other than standard offer letters and consulting agreements); (xii) which cannot be terminated without penalty or payment on at least ninety (90) days’ notice; (xiii) which involves the sale, issuance or repurchase of any capital stock or securities of the Company or the securities of any other Person; (xiv) with any Government or Government Authority; (xv) whi...