Relevant Contracts. Any of the Relevant Contracts or the MCCMI Shareholders Agreement is terminated or is materially amended or modified without the prior written consent of the Majority Lenders, or any party to a Relevant Contract defaults or ceases to perform under such agreement for any reason whatsoever and, with regard to any such termination, default or nonperformance of a Relevant Contract, the relevant Vessel shall not be engaged in an alternative employment, acceptable to the Lenders, under a contract, acceptable to the Lenders, within ninety (90) days of such termination, default or nonperformance; or
Relevant Contracts. Relevancy will be determined based on contract references reflecting recent (within the past five years) past performance.
Relevant Contracts. At the time of making any Loan Request to fund any Property Costs associated with any Project, each (a) Construction Contract pertaining thereto is in full force and effect; (b) both the Borrower and the Contractor are in material compliance with their respective obligations under the Construction Contract; (c) the work to be performed by the Contractor under the Construction Contract is the work called for by the Plans and Specifications and all work required to complete the Improvements (other than work contemplated to be completed by the Borrower's employees) in accordance with the Plans and Specifications is provided for under the Construction Contract; (d) all work on the Improvements shall be completed substantially in accordance with the Plans and Specifications in a good and workmanlike manner and shall be free of any material defects; and (e) to the extent the Project is being constructed on leased Real Estate, that the Borrower is not in material default of any terms of the lease and that the lease is in full force and effect. Notwithstanding the foregoing, in the event the Contractor is in default of its obligations under the Construction Contract, at the sole option of the Borrower, the Borrower shall have the right to terminate such Construction Contract and enter into a substitute or replacement Construction Contract with a new Contractor, in which event such new Construction Contract shall be assigned to the Agent and a copy of such new Construction Contract shall be provided to Agent promptly following the execution thereof.
Relevant Contracts. Neither Smithfield France nor any of the Subsidiaries is a party to:
(i) any contract which is not in the ordinary course of business;
(ii) any contract which is with Smithfield or any of its Affiliates and is not on an arm’s length basis;
(iii) an agreement for the future purchase or sale of real property;
(iv) an agreement which is a profit (or loss) sharing agreement, or any partnership, joint venture or other similar contract providing for the formation of any such relationship or involving an equity investment by Smithfield France or any of the Subsidiaries;
(v) an agreement containing any covenant or provision that materially restricts the operation of the FrenchCo Business as currently carried on or otherwise limits in any material respect the freedom of Smithfield France or any of the Subsidiaries to compete other than with Smithfield France or any of the Subsidiaries in any line of business or with any Person or in any area or to purchase goods or services from any person;
(vi) an agreement relating to the acquisition or disposition of any business or material portion thereof (whether by merger, sale of shares, sale of assets or otherwise), in each case involving total consideration of €500,000 or more;
(vii) an agreement relating to any settlement of any material litigation or containing any provision providing for an “earn-out”, contingent purchase price or similar contingent payment obligation on the part of Smithfield France or any of the Subsidiaries under which any such entity has continuing obligations to make aggregate payments in excess of €500,000;
(viii) an agreement containing any limitation on the ability of Smithfield France or any Subsidiary to declare or pay dividends; or
(ix) any other contract (other than on a purchase order basis in the ordinary course of business) that:
(A) involves the payment by any party to such contract of annual consideration in excess of €1,000,000 or, in the case of contracts for the purchase and sale of inventory or raw materials, annual consideration in excess of €2,500,000; or
(B) which cannot be terminated by less than six months’ notice without payment of a material penalty by Smithfield France or any Subsidiary, other than any such contract or agreement which is also a material contract (each a “relevant contract”).
Relevant Contracts. There are no contracts in effect in which Sellers and the Companies are a party or subject to, with respect to the BPC Business, which contain any obligations or reflects a transaction which would be deemed to be out of its ordinary course of business. To the Knowledge of the Sellers, the Sellers and the Companies are not in default on any material obligation contained in any such contracts. None of such agreements contain any limitations to the freedom of the Companies to compete in any line of business or with any Person or in any area, or to the conduct of the BPC Business in any manner.
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Relevant Contracts. Where this Agreement requires the Developer to impose responsibilities on entities that are not parties to this Agreement, the Developer shall ensure that relevant contracts: (1) impose such responsibilities on such parties; (2) require such parties to impose such responsibilities on subcontractors or other parties involved in the Development through the contract in question; Any party that imposes an obligation required by this Agreement on another party should, in event of failure by that other party to comply with such obligation, enforce that obligation against that other party or terminate the contract in question
Relevant Contracts. (a) With respect to each Relevant Contract that can be assigned by ARD Holdings or another member of the ARD Holdings Group to a member of the Listco Group (as designated by Listco) without the prior consent of, or notice to, any unrelated Person, ARD Holdings will, or will cause the applicable member of the ARD Holdings Group to, assign such Relevant Contract to such member of the Listco Group, and such member will accept such Relevant Contract and assume all of the rights and obligations of the assigning Person thereunder; provided that no member of the Listco Group or the ARD Holdings Group shall be obligated to pay any consideration in respect of such assignment to any member of the other Group.
(b) With respect to each Relevant Contract that cannot be assigned by ARD Holdings or another member of the ARD Holdings Group to a member of the Listco Group without the prior consent of, or notice to, any unrelated Person, ARD Holdings and Listco will cooperate with each other to put in place such arrangements as are necessary to (i) provide the applicable member of the Listco Group (as designated by Listco), to the fullest extent practicable, with the claims, rights and benefits enjoyed by the applicable member of the ARD Holdings Group under such Relevant Contract, and (ii) to cause such member of the Listco Group to assume all Liabilities arising under such Relevant Contract from and after the Closing Date, in each case, as if each Relevant Contract had been assigned to such member of the Listco Group as of such date. No member of the Listco Group or the ARD Holdings Group shall be obligated to pay any consideration in respect of the arrangements described in this Section 2.01(b) or Section 2.01(c) to any member of the other Group.
(c) In furtherance of the foregoing, (i) the applicable member of the Listco Group shall be treated as the owner of each Relevant Contract described in Section 2.01(b) for Tax purposes as of the Closing Date, (ii) ARD Holdings shall accept (or cause the applicable member of the ARD Holdings Group to accept) such reasonable direction as the applicable member of the Listco Group requests with respect to each such Relevant Contract, including to enforce at such member’s request, or allow such member to enforce, in a commercially reasonable manner, any rights of the applicable member of the ARD Holdings Group under each such Relevant Contract against the other party or parties thereto; provided that the costs and expenses incurred b...
Relevant Contracts. Relevancy is determined by assessing whether the past performance effort proposed is relevant to the Technical/ Management subfactors and the Price Factor contained in the RFP. The scope and magnitude of task orders 1 and 2 shall be considered for relevancy.
Relevant Contracts. At the time of making any Advance Request ------------------ or Loan Request, as the case may be, to fund any Property Costs associated with any Project, each (a) Construction Contract pertaining thereto is in full force and effect; (b) both the Borrower and the Contractor are in material compliance with their respective obligations under the Construction Contract; (c) the work to be performed by the Contractor under the Construction Contract is the work called for by the Plans and Specifications and all work required to complete the Improvements in accordance with the Plans and Specifications is provided for under the Construction Contract; (d) all work on the Improvements shall be completed in accordance with the Plans and Specifications in a good and workmanlike manner and shall be free of any defects; and (e) to the extent the Project is being constructed on leased Real Estate, that the Borrower is not in default of any terms of the lease and that the lease is in full force and effect.
