Assumed Business Contracts definition

Assumed Business Contracts means all the contracts, arrangements, engagements, guarantees, customer orders, co-packing contracts and other commitments relating either exclusively to the Business or relating in part to the Business (but then only to the extent that the same do so relate) to which any of the Business Sellers is (itself or through an agent) a party or the benefit of which is held on trust for or has been assigned to any of the Business Sellers as at Completion and which are current or unperformed as at Completion or in respect of which any of the Business Sellers has any liability or obligation as at Completion, but excluding in all cases the Excluded Business Contracts and any employee benefit plan or agreement;
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Assumed Business Contracts shall have the meaning assigned to it in Clause 6.1
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Assumed Business Contracts has the meaning set forth in Section 1.4(b).
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Examples of Assumed Business Contracts in a sentence

  • Except for the Excluded Business Contracts, the Assumed Business Contracts constitute all contracts to which Seller or any of its Affiliates is a party that relates to the Business, and Seller has made available to Buyer true, complete and correct copies of all such Assumed Business Contracts.

  • Following receipt of such supplemented or amended Schedules of the Citadel Parties, Buyer and Parent shall provide, prior to or at Closing, an updated schedule of Assumed Business Contracts, Excluded Business Contracts (provided that Buyer and Parent may not amend such schedules to cause any of the customer contracts currently identified on Schedule 4.3 to be Excluded Contracts), Assumed Permits, Excluded Permits and Excluded Assets.

  • Seller and every other party to the Assumed Business Contracts have in all material respects performed or are performing all obligations required to be performed by them.

  • None of the Assumed Business Contracts have been terminated or canceled by Seller or the other parties thereto with respect to the current year or future years.

  • Those agreements, leases and contracts to which Seller is a party or to which the Assets are subject and which are listed on the attached Exhibit 1.1(f) (the "Assumed Business Contracts").

  • This Agreement and the consummation of the transactions contemplated herein will not violate or cause a default under any of the Assumed Business Contracts, subject to obtaining the consents to the assignment of the Assumed Business Contracts from the other parties thereto to the extent required by the terms of such Assumed Business Contracts or by law.

  • All of the Assumed Business Contracts are valid, in full force and effect, and enforceable in accordance with their terms, and except as expressly prohibited therein, all of the Assumed Business Contracts are assignable to Purchaser in accordance with their terms.

  • This Agreement and the consummation of the transactions contemplated herein will not violate or cause a default under any of the Assumed Business Contracts.

  • Insofar as the Unilever Parents are aware, each of the material Assumed Business Contracts and the material contracts to which any Company is a party is legal, binding, enforceable and in full force and effect (except as enforcement thereof may be limited by applicable bankruptcy, insolvency or other similar laws affecting creditors’ rights generally and by general equitable principles).

  • The Unilever Parents have made available true, correct, current and complete copies of all of the material Assumed Business Contracts and all of the material contracts to which any Company is a party.

Related to Assumed Business Contracts

  • Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Customer Contracts has the meaning set forth in Section 1.1(b)(ii)(A).

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Seller Contracts means all Contracts (i) relating to the Business under which Seller has or may acquire any rights or benefits, (ii) relating to the Business under which Seller has or may become subject to any obligation or Liability or (iii) by which any of the Purchased Assets or Assumed Liabilities is or may become bound.

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Retained Businesses means all businesses now, previously or hereafter conducted by Parent, the Sellers or any of their Subsidiaries or Affiliates, other than the Business.

  • Supply Contracts means contracts having as their object the purchase, lease, rental or hire-purchase, with or without an option to buy, of products. A supply contract may include, as an incidental matter, siting and installation operations;

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Target Companies means the Target and its Subsidiaries.

  • Subject Business means the policy or policies that are the subject of the Insurance Business Transfer Plan.

  • Shared Contracts means contracts pursuant to which a non-affiliated third party provides material services, Intellectual Property, Software or benefits to Seller or one or more of its Affiliates (including the Acquired Companies) in respect of both the Business and any other business of Seller and its Affiliates (other than the Acquired Companies).

  • Assumed Agreements shall have the meaning as set forth in Section 2.2.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Project Contracts means collectively this Agreement, the Land Lease Agreement, the Construction Contract, O&M Contracts (if any) and any other material contract (other than the Financing Documents) entered into or may hereafter be entered into by the Concessionaire in connection with the Project;

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Assumed Leases has the meaning set forth in Section 2.6(b).

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Excluded Businesses means Business types which are excluded from application for an Inter-Community Business Licence and includes those Business types referred to in Schedule “A”.

  • IT Contracts means all material agreements or arrangements (whether or not in writing and including those currently being negotiated) under which any third party (including, without limitation, any source code deposit agent) provides or will provide any element of, or services relating to, the IT Systems, including leasing, hire purchase, licensing, maintenance, website hosting, outsourcing, security, back-up, disaster recovery, insurance, cloud computing and other types of services agreements.