Specified Material Contracts definition

Specified Material Contracts means Material Contracts which are within the scope of clause (ii) (other than the Term Loan Agreement) or clause (v) of the definition of “Material Contracts”.

Specified Material Contracts means, collectively, the Amadeus Contract, the Sabre Contract and the TravelPort Contract.

Specified Material Contracts means (i) the Partnership Agreement, (ii) the Contribution Agreements, (iii) the Omnibus Agreement, (iv) the Operating Agreement, (v) the Contract Agency Agreement, (vi) the Employee Services Agreement, and (vii) the Water Agreement.

Examples of Specified Material Contracts in a sentence

• The U.S. Borrower and the Restricted Subsidiaries shall comply with the terms and conditions of all Specified Material Contracts and enforce its rights under each such Specified Material Contract, except to the extent non-compliance or non-enforcement could not reasonably be expected to be materially adverse to the Lenders (and, in any event, the U.S. Borrower and Restricted Subsidiaries shall be permitted to terminate any Specified Material Contract).

• Each of the Borrower and the Restricted Subsidiaries shall comply with the terms and conditions of all Specified Material Contracts and enforce its rights under each such Specified Material Contract, except to the extent non-compliance or non-enforcement could not reasonably be expected to be materially adverse to the Lenders.

• Each of the Borrower and the Restricted Subsidiaries shall comply with the terms and conditions of all Material Contracts (other than Specified Material Contracts) and enforce its rights under each such Material Contract, except, in each case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Change.

• Section 4.27 of the Sellers’ Disclosure Letter contains a complete and accurate list of all Contracts binding on or affecting the Acquired Entities that are material to the Acquired Entities, the Business or the Assets or have been made outside the Ordinary Course other than the Specified Material Contracts that have been listed separately in one or more sections of the Sellers’ Disclosure Letter (collectively, the “Material Contracts”).

More Definitions of Specified Material Contracts

Specified Material Contracts means (i) the agreements listed on Schedule 1.1(D) and (ii) Permitted Replacement Contracts thereof; provided that upon consummation of the Take-In Transaction, the following agreements shall be deemed removed from Schedule 1.1(D): (A) the Operating Agreement and any amendments thereto, (B) that certain Employee Services Agreement, dated as of July 7, 2015, by and between Consol Pennsylvania Coal Company LLC and CONSOL Thermal Holdings LLC, (C) that certain Contract Agency Agreement, dated as of July 7, 2015, by and between CONSOL Energy Sales Company and CONSOL Thermal Holdings LLC, and any amendments thereto, (D) that certain Terminal and Throughput Agreement, dated as of July 7, 2015, by and between CONSOL Marine Terminals, Inc. and CONSOL Thermal Holdings LLC.

Specified Material Contracts means the contracts and agreements listed on Schedule 4.9.B.

Specified Material Contracts means (i) that certain Supply Agreement dated as of November 22, 2006 by and between Gen-Probe Incorporated, a corporation of the State of Delaware, USA, located at 00000 Xxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000-0000 and STRATEC Biomedical Systems AG, having its principal place of business at Xxxxxxxxxxxxxx 00, X-00000 Xxxxxxxxxx-Xxxxxxxxxxxxx, Xxxxxxx and (ii) that certain agreement dated as of July 24, 2009 between GEN-PROBE INCORPORATED, a Delaware corporation, having a place of business at 00000 Xxxxxxx Xxxxxx Xxxxx, Xxx Xxxxx, Xxxxxxxxxx 00000, and NOVARTIS VACCINES AND DIAGNOSTICS, INC., a Delaware corporation, having a place of business at 0000 Xxxxxx Xxxxxx, Emeryville, California 94608, in each case as amended, supplemented, restated or otherwise modified from time to time.

Specified Material Contracts means the agreements entered into by and among the Borrowers, WestRock (and/or its Affiliates) and the other parties thereto with respect to the outstanding IDBs and/or the IDB Closing Distribution to be entered into on or around the Spin-Off Date in form and substance reasonably acceptable to the Administrative Agent.

Specified Material Contracts means (i) that certain Supply Agreement dated as of November 22, 2006 by and between Gen-Probe Incorporated, a corporation of the State of Delaware, USA, located at 10210 Genetic Center Drive, San Diego, California 92121-4362 and STRATEC Biomedical Systems AG, having its principal place of business at Gewerbestrasse 37, D-75217 Birkenfeld-Graefenhausen, Germany and (ii) that certain agreement dated as of July 24, 2009 between GEN-PROBE INCORPORATED, a Delaware corporation, having a place of business at 10210 Genetic Center Drive, San Diego, California 92121, and NOVARTIS VACCINES AND DIAGNOSTICS, INC., a Delaware corporation, having a place of business at 4560 Horton Street, Emeryville, California 94608, in each case as amended, supplemented, restated or otherwise modified from time to time.

Specified Material Contracts means the Leases, the Employee Material Contracts, the Employee Plans and the IP Rights of the Acquired Entities.

Specified Material Contracts means (i) the agreements listed on Schedule 1.1(D) and (ii) Permitted Replacement Contracts thereof.