Terminable Contract definition

Terminable Contract means any Contract (as hereinafter defined) which is terminable upon thirty (30) days’ or less prior notice without payment of a termination or similar fee. Provided that this Agreement has not been terminated pursuant to Paragraph 5(h) hereof, Seller, promptly after the Approval Date shall deliver to the contractor under any Terminable Contract specified in a properly and timely delivered Service Contract Termination Notice, a termination notice or other writing required pursuant to the terms of such Terminable Contract to effect the termination thereof as of the Closing Date. Notwithstanding the foregoing, Purchaser shall assume at and as of Closing: (i) any Terminable Contract specified in a properly and timely delivered Service Contract Termination Notice the termination of which, notwithstanding the delivery by Seller to the contractor thereunder of a termination notice or other writing, has not been effected as of Closing, for the period between Closing and the date on which such termination is effective; (ii) any contract which cannot be terminated within thirty (30) days’, or less, prior notice, or which with respect to such termination requires the payment of a termination or other similar fee; and (iii) any Terminable Contract not specified in a properly and timely delivered Service Contract Termination Notice. As used herein, the term “Contracts” shall mean all management, service, maintenance, supply or other contracts relating to the operation, use, maintenance and repair of the Property, and all other such contracts or agreements in effect as of the Effective Date which are listed on Exhibit “I” attached hereto, and any new Contracts entered into pursuant to Paragraph 13 hereof.
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Terminable Contract means any Contract or rights under any Contract between Sellers or their Affiliates and any Customer(s) for the supply of any lead-acid battery separator in or to North America (including the entirety of any Contract that includes in the same Contract the supply of lead-acid battery separators both inside and outside North America) in effect at any time from January 28, 2011 and effective through the Closing Date; provided, however, that “Terminable Contract” does not include any Contract between Sellers or their Affiliates or Microporous and any Customer(s) for the supply of any lead-acid battery separator that was entered into prior to the Acquisition Date, except to the extent such Contract was amended or modified, including changes to the pricing terms, after the Acquisition Date (and such amended or modified portion of such contract or agreement shall be considered a “Terminable Contract”). The Terminable Contracts are listed on Schedule 1.1-3.
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Terminable Contract means those Contracts which are terminable by the ▇▇▇▇▇▇ Parties upon not more than thirty (30) days notice without cost or penalty.
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Examples of Terminable Contract in a sentence

  • The Sellers have provided, or will provide on or before the Update Date, to the Purchasers true and complete copies of each Terminable Contract and each Immaterial Contract.

  • The Buyer agrees and acknowledges that the Shareholder will not be liable to the Buyer in any manner whatsoever because of the failure to obtain any such consent required by a Terminable Contract, except for a breach of the representation and warranties of the Shareholder in Section 3.1(p).

  • If Purchaser fails to forward the Terminable Contract Notice within the required 15-day period, Purchaser shall be deemed to have assumed all Terminable Contracts.

  • Purchaser shall be deemed to have accepted and, at Closing, will assume each Terminable Contract, other than the Rejected Terminable Contracts.

  • Purchaser acknowledges that a Rejected Terminable Contract shall not be deemed terminated until the required days of notice, if any, are given to the vendor thereunder and that Seller will not be required to give termination notices until the Closing Date.

  • Purchaser shall have fifteen (15) days thereafter to advise Seller of those Terminable Contracts which Purchaser desires to have terminated (the "Terminable Contract Notice", and the Terminable Contracts covered thereby, the "Rejected Terminable Contracts").

  • Provided that this Agreement has not been terminated pursuant to Paragraph 5(h) hereof, Seller, promptly after the Approval Date shall deliver to the contractor under any Terminable Contract specified in a properly and timely delivered Service Contract Termination Notice, a termination notice or other writing required pursuant to the terms of such Terminable Contract to effect the termination thereof as of the Closing Date.

  • Seller will indemnify, defend and hold Buyer harmless for, from and against any liability, damage, loss, lien, cost or expense in connection with obligations arising under any Terminable Contract, which obligation will survive the Closing.

  • Provided that this Agreement has not been terminated pursuant to Section 3.5, below, Seller shall promptly after the Approval Date deliver to the contractor under any Terminable Contract specified in a properly and timely delivered Service Contract Termination Notice a termination notice or other writing required pursuant to the terms of such Terminable Contract to effect the termination thereof.

  • Buyers shall allow all Customers with Terminable Contracts for Microporous Battery Separators the right and option unilaterally to reopen and renegotiate or to terminate their Terminable Contracts, solely at such Customer’s option, without penalty, forfeiture or other charge to the Customer, and consistent with Paragraph VI, Clause 5 of the FTC Order as if such Terminable Contract remained with Sellers or their Affiliates.