Undisclosed Contract definition

Undisclosed Contract has the meaning set forth in Section 2.7(c).

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Undisclosed Contract shall have the meaning set forth in Section 2.4(b) hereof.

Undisclosed Contract has the meaning given to such term in Section 2.1 of this Agreement.

Examples of Undisclosed Contract in a sentence

• Buyer shall pay or cause to be paid Cure Costs in respect of any Undisclosed Contract that becomes a Transferred Executory Contract.

• In the event the non-Debtor counterparty does not timely object to the Cure Notice, the Undisclosed Contract shall be assumed by the applicable Debtor and be assigned to Buyer or an Affiliate designated by Buyer effective as of the date the amended notice of assumption listing such Undisclosed Contract was filed.

• Any Debtor that assumes and assigns an Undisclosed Contract to Buyer shall be deemed a Debtor Seller Party under this Agreement and a party to the Bill of Sale, Assignment and Assumption Agreement.

• Any Debtor that assumes and assigns an Undisclosed Contract to Buyer shall be deemed a Debtor Seller Party under this Agreement and a party to the Bill of Sale, Assignment and Assumption Agreement (Asset Sale).

• In the event the non-Debtor counterparty timely objects to the Cure Notice, the transfer of such Undisclosed Contract will not occur until the Bankruptcy Court rules on the pending objection or the objection is resolved in a manner mutually acceptable to Buyer, TPI Parent and the non-Debtor counterparty (with an effective assumption and assignment date to be agreed to by the Buyer, TPI Parent and non-Debtor counterparty or ordered by the Bankruptcy Court).

• Notwithstanding the Designation Deadline, Buyer may elect, by written notice to TPI Parent, an Undisclosed Contract to be a Transferred Executory Contract within fourteen (14) days of TPI Parent’s notice to Buyer of its discovery thereof (but in any event, prior to Closing), following which TPI Parent shall promptly file (or cause to be filed) with the Bankruptcy Court and serve upon the non-Debtor counterparty an amended notice of assumption clearly reflecting the addition of such Undisclosed Contract.

• In the event the non-Debtor counterparty timely objects to the Cure Notice, the transfer of such Undisclosed Contract will not occur until the Bankruptcy Court rules on the pending objection or the objection is resolved in a manner mutually acceptable to Buyer, TPI Parent and the non-Debtor counterparty (with an effective assumption and assignment date to be agreed to by Buyer, TPI Parent and non-Debtor counterparty or ordered by the Bankruptcy Court).

More Definitions of Undisclosed Contract

Undisclosed Contract shall have the meaning given to such term in Section 2.7(g). “Unsecured Note” shall have the meaning given to such term in Recital A.

Undisclosed Contract means any Contract (i) that was required to be listed, but was not listed, on Schedule 3.11(a)(vii) , Schedule 3.11(a)(viii) , Schedule 3.11(a)(ix) , Schedule 3.11(a)(x) , Schedule 3.11(a)(xiii) , Schedule 3.11(a)(xiv) , Schedule 3.11(a)(xviii) or Schedule 3.11(a)(xx) of the Seller Disclosure Letter or (ii) that is entered into by Selling Subsidiary 1 or Selling Subsidiary 2 after the date hereof without the prior written consent of Purchasers pursuant to Section 5.2(a)(xii)and would constitute a Material Contract required to be listed on Schedule 3.11(a)(vii) , Schedule 3.11(a)(viii) , Schedule 3.11(a)(ix) , Schedule 3.11(a)(x) , Schedule 3.11(a)(xiii) , Schedule 3.11(a)(xiv) , Schedule 3.11(a)(xviii) or Schedule 3.11(a)(xx) of the Seller Disclosure Letter had it been in existence as

Undisclosed Contract means any Contract the existence and terms of which were not disclosed to Buyer in reasonable detail prior to the date of Sellers' delivery of the Post-Signing Schedules to Buyer.

Undisclosed Contract shall have the meaning set forth in Section 2.1(c) hereof. "WARN Act" shall have the meaning set forth in Section 9.11(a) hereof. "Winning Bidder" shall have the meaning ascribed to such term in the Bidding Procedures Order. "Working Capital" means, with respect to Holdings and its subsidiaries as of the Closing Date, the result obtained by performing a calculation of the same type used in deriving the working capital set forth as of April 30, 2005 on the attached Working Capital Schedule (the "April WC Amount"). Except as otherwise provided in the footnotes to the Working Capital Schedule, any such calculation of Working Capital shall take into account the same components (i.e., line items) of, and adjustments to, the working capital reflected by the April WC Amount. Further to the preceding sentence, except as otherwise provided in the footnotes to the Working Capital Schedule, any such calculation of Working Capital shall be determined in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the April WC Amount (with GAAP applied in a manner consistent with GAAP applied to the consolidated balance sheet of Parent and the Subsidiaries as of December 31, 2004). The Parties agree that the purpose of determining Working Capital hereunder is to measure changes in working capital without the introduction (except as otherwise provided in the footnotes to the Working Capital Schedule) of different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from those used in the preparation of the April WC Amount. At Closing, the KERP accrual will consist of the aggregate amount of (i) the "Retention Bonus Payments" payable under the KERP, (ii) the employer taxes attributable to such payments and (iii) the maximum amount of the employer's share of the cost to provide the health and welfare benefits provided under the KERP. In addition, at Closing, the accounts receivable balance will be reduced by any known refunds, discounts, rights of setoff or assignments affecting such accounts receivable. B-12 </TEXT> </DOCUMENT>

Undisclosed Contract means any Contract (i) that was required to be listed, but was not listed, on Schedule 3.11(a)(vii), Schedule 3.11(a)(viii), Schedule 3.11(a)(ix), Schedule 3.11(a)(x), Schedule 3.11(a)(xiii), Schedule 3.11(a)(xiv), Schedule 3.11(a)(xviii) or Schedule 3.11(a)(xx) of the Seller Disclosure Letter or (ii) that is entered into by Selling Subsidiary 1 or Selling Subsidiary 2 after the date hereof without the prior written consent of Purchasers pursuant to Section 5.2(a)(xii)and would constitute a Material Contract required to be listed on Schedule 3.11(a)(vii), Schedule 3.11(a)(viii), Schedule 3.11(a)(ix), Schedule 3.11(a)(x), Schedule 3.11(a)(xiii), Schedule 3.11(a)(xiv), Schedule 3.11(a)(xviii) or Schedule 3.11(a)(xx) of the Seller Disclosure Letter had it been in existence as of the date hereof. For purposes of this definition, each settlement, conciliation or similar agreement that could reasonably be expected to impose any monetary obligations upon any Conveyed Entity or any Purchased Assets after the date of this Agreement shall be deemed to be required to be listed on Schedule 3.11(a)(xiii) of the Seller Disclosure Letter. For the avoidance of doubt, any Contract entered into with the prior written consent of Purchasers pursuant to Section 5.2(a)(xiii) shall not be an Undisclosed Contract.

Undisclosed Contract shall have the meaning given to such term in Section 2.7(g).