Business Material Contracts definition

Business Material Contracts shall have the meaning set forth in Section 3.15.
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Business Material Contracts. With respect to all Business Material Contracts, except as set forth in Section 3.15 of the Sellers Disclosure Letter, (i) none of the Transferred Entities, nor, to the Knowledge of Sellers, any other party to any such Business Material Contract is in material breach thereof or default thereunder, and (ii) there does not exist under any provision thereof, any event that, with the giving of notice or the lapse of time or both, would constitute such a material breach or default. Sellers have made available to Purchasers true, correct and complete copies of all Business Material Contracts. Each Business Material Contract is in full force and effect in accordance with the terms thereof and constitutes a legal, valid, and binding agreement of the parties thereto, and is enforceable in accordance with its terms by the applicable Transferred Entity who is a party thereto against each counterparty thereto, except as such enforceability may be limited by the Enforceability Exceptions.
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Business Material Contracts shall have the meaning set forth in Section 4.19(a) hereof.
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Examples of Business Material Contracts in a sentence

  • Seller shall use commercially reasonably efforts to obtain any consents required from third parties in connection with the consummation of the transactions contemplated by this Agreement pursuant to the Business Material Contracts.

  • Parent has performed all material obligations required to be performed by it to date under the Business Material Contracts and is not (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder.

  • Seller shall keep Purchaser reasonably informed of Seller’s efforts and progress in obtaining the applicable consent or authorization to provide Purchaser with unredacted copies of the Withheld Business Material Contracts, cooperate in good faith in connection with all of Purchaser’s reasonable requests for information related to such process and shall consider in good faith any comments or suggestions provided by Purchaser.

  • Parent has delivered or made available current and complete copies of the documents constituting all Business Material Contracts as of the date of this Agreement.

  • All insurance policies (including fire, liability, product liability, workers’ compensation and vehicular) presently in effect that relate to the Acquired Companies or the Business are sufficient for compliance by the Acquired Companies with all applicable Laws and all Business Material Contracts.

  • Diageo and Pillsbury have made available to General Mills true and correct copies of all Business Material Contracts.

  • Seller has made available to Purchaser true, complete and accurate copies of all Business Material Contracts, except for the Business Material Contracts listed on Section 3.9(b) of the Seller Disclosure Letter (such contracts, the “Withheld Business Material Contracts”).

  • Seller shall, and shall cause the Company to, reasonably cooperate with Purchaser to obtain any consents required from third parties in connection with the consummation of the transactions contemplated by this Agreement under Business Material Contracts or Permits at or prior to the Closing.

  • Seller shall, and shall cause the Companies to, reasonably cooperate with Purchaser to obtain any consents required from third parties in connection with the consummation of the transactions contemplated by this Agreement under Business Material Contracts, Permits or Environmental Permits at or prior to the Closing.

  • Seller has made available to Purchaser true, complete and accurate copies of all Business Material Contracts, except for the Contracts set forth on Section 3.9(b) of the Seller Disclosure Letter (such Contracts, the “Withheld Business Material Contracts”).


More Definitions of Business Material Contracts

Business Material Contracts shall have the meaning assigned thereto in Section 8.6.
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Business Material Contracts means each Contract to which Seller Parent or any of its Affiliates is a party or by which Seller Parent or any of its Affiliates is bound (excluding (i) any Contracts (other than Contracts with Business Key Customers or Business Key Suppliers) that do not constitute Transferred Contracts or include Business Interests and do not provide for Assumed Liabilities, (ii) the Licensed Business IP Contracts, (iii) any Benefit Plans or other employment-related Contracts, (iv) any Transaction Documents and (v) the Seller Parent/Buyer Contracts), to the extent relating to the Business: (i) involved the payment or receipt by Seller Parent and its Subsidiaries of more than $5,000,000 (five million dollars) in the aggregate during the twelve (12) months ended December 31, 2021, except in each case (A) for Contracts with customers or vendors with terms substantially consistent with a standard form made available to Buyer, (B) for sales orders and purchase orders issued in the ordinary course of business and (C) for Contracts terminable without penalty or further payment without more than 120 days’ notice; (ii) provides for the sale of any material Transferred Asset by Seller Parent or any of its Subsidiaries, or the grant of any preferential right to any third party to purchase any material Transferred Asset (for the avoidance of doubt, excluding sales of Inventory in the ordinary course of business); (iii) provides for the incurrence by Seller Parent and its Subsidiaries of any Indebtedness or otherwise evidences any Indebtedness of Seller Parent and its Subsidiaries; (iv) provides for advances or loans to any Person (except for extensions of trade credit and advances to employees in the ordinary course of business); (v) is a joint venture Contract (including any partnership, multi-member limited liability company or other similar agreements); (vi) is with any Governmental Entity and involved the payment or receipt by Seller Parent and its Subsidiaries of more than $5,000,000 (five million dollars) in the aggregate during the twelve (12) months ended December 31, 2021; (vii) (A) contains any prohibitions or restrictions on Seller Parent or any of its Subsidiaries freely engaging in any business, including restrictions on the ability of Seller Parent or any of its Subsidiaries to compete in any geographic area, business or market, (B) contains exclusivity arrangements, rights of first refusal, rights of first offer or similar rights, in each case, that limit the ability...
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Business Material Contracts. (i) the PPAs; (ii) all Contracts between either of the Companies (or any of their Subsidiaries), on the one hand, and one or more (A) Business Employees or (B) independent non-Affiliate third party consultants or contractors individually, on the other hand (other than any such Contracts that are terminable without penalty on not more than 365 days’ notice); (iii) other than the Contracts addressed by Section 3.9(a)(i), all Contracts of either of the Companies or any of their Subsidiaries that individually involve expenditures by the Business in excess of $1,000,000 in the applicable Company’s or its Subsidiary’s most recently completed fiscal year; (iv) other than the Contracts addressed by Section 3.9(a)(i), all Contracts of either of the Companies or any of their Subsidiaries that individually involve receipt of payments by the Business in excess of $1,000,000 in the applicable Company’s or its Subsidiary’s most recently completed fiscal year; (v) all Contracts providing for the extension of credit by either of the Companies or their Subsidiaries, other than (A) the extension of credit to customers in the ordinary course of business consistent with past practice, and (B) normal employee advances and other customary extensions of credit in the ordinary course that are not material in amount; (vi) all Contracts for, or relating to, Indebtedness of the Business, or pursuant to which any Encumbrance is granted in or to any of the assets of the Business; (vii) all Contracts granting any Person any right or option to purchase or acquire (A) any assets (other than immaterial assets and immaterial inventory in the ordinary course of business) of the Business or (B) the Interests, in each case including rights of first option, rights of first refusal or other preferential purchase rights; (viii) all Contracts that, upon consummation of the transactions contemplated hereby, would limit the ability of Purchaser or its Affiliates to compete in any line of business or with any Person or in any geographic area or during any period of time (other than limitations that in the aggregate are immaterial); and (ix) all partnership, joint venture and joint ownership Contracts, and all similar material Contracts (however named) relating to the Business involving a sharing of assets, profits, losses, costs or liabilities with a third party (including, for the purposes of this Section 3.9(a)(ix), any Contract with Seller or any of its Subsidiaries that cannot be terminated with...
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Business Material Contracts means each Contract to which Seller Parent or any of its Affiliates is a party or by which Seller Parent or any of its Affiliates is bound (excluding (i) any Contracts (other than Contracts with Business Key Customers or Business Key Suppliers) that do not constitute Transferred Contracts or include Business Interests and do not provide for Assumed Liabilities, (ii) the Licensed Business IP Contracts,(iii) any Benefit Plans or other employment-related Contracts, (iv) any Transaction Documents and (v) the Seller Parent/Buyer Contracts), to the extent relating to the Business:
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Business Material Contracts. With respect to all Business Material Contracts, (i) none of the Business Entities, Seller or any Continuing Affiliate, nor, except as set forth on Schedule 3.13 to the Seller Disclosure Letter, to Seller’s or the Company’s knowledge, any other party to any such Business Material Contract is in breach thereof or default thereunder, and (ii) there does not exist any event that, with the giving of notice or the lapse of time or both, would constitute such a breach or default by any Business Entity, Seller or any Continuing Affiliate, except for such breaches, defaults and events which in the case of clauses (i) and (ii) would not, individually or in the aggregate, have or reasonably be expected to have a Business Material Adverse Effect. Prior to the date hereof, Seller and the Company have made available to Buyer true and correct copies of all Business Material Contracts.
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Business Material Contracts means each Contract to which Seller Parent or any of its Subsidiaries is (or, with respect to clauses (i),
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Related to Business Material Contracts

  • Company Material Contracts has the meaning set forth in Section 3.18(a).

  • Material Contracts has the meaning set forth in Section 3.09(a).

  • Parent Material Contract shall have the meaning set forth in Section 4.16(a).

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

  • Company Material Contract has the meaning set forth in Section 3.15(a).

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

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

  • Existing Contracts means the existing licenses and contracts given by the Railway Administration / Authority, in relation to commercial establishments, as existing on Station Development Land, as on the date of the Agreement, and as further set out in the Schedules, which shall, for avoidance of doubt, exclude any licenses and/ or contracts in relation to any Excluded Activities and/or Railway Operational Activities;

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

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

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

  • Customer Contracts has the meaning set forth in Section 2.1(b)(ii)(A).

  • 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;

  • Company Contracts has the meaning set forth in Section 3.13(a).

  • Material Contract means any contract or other arrangement (other than Loan Documents), whether written or oral, to which any Credit Party is a party as to which the breach, nonperformance, cancellation or failure to renew by any party thereto could reasonably be expected to have a Material Adverse Effect.

  • Business Agreements has the meaning specified in Section 5.15.

  • Seller Intellectual Property means (a) all Intellectual Property Rights owned or licensed to Seller or its Affiliates prior to the Effective Date; (b) all Intellectual Property Rights in the Seller Parts, the Specifications, and the Base Vehicle; and (c) all other Intellectual Property Rights designed, developed, or otherwise created by Seller or its Affiliates after the Effective Date without reference to Buyer Intellectual Property excluding, in each case, any of the foregoing which are Buyer Intellectual Property.

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • Material Consents as defined in Section 7.3.

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

  • Business Licenses has the meaning ascribed to it in Section 1.01(a)(x).

  • Real Property Leases means the leases, subleases, licenses or other agreements, including all amendments, extensions, renewals, guaranties or other agreements with respect thereto, under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property.

  • Company Intellectual Property Agreements means any Contract governing any Company Intellectual Property to which the Company or any Subsidiary is a party or bound by, except for Contracts for Third-Party Intellectual Property that is generally, commercially available software and (A) is not material to the Company or any Subsidiary, (B) has not been modified or customized for the Company or any Subsidiary and (C) is licensed for an annual fee under $5,000.

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

  • Affiliate Contracts shall have the meaning set forth in Section 4.11(b).

  • 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.