Buyer Material Contracts definition

Buyer Material Contracts has the meaning set forth in Section 5.23.
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Buyer Material Contracts has the meaning set forth in Section 8.5.
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Buyer Material Contracts has the meaning set forth in Section 3.09(a).
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Examples of Buyer Material Contracts in a sentence

  • There are no Buyer Material Contracts that are not in written form.

  • Buyer has not breached, or received in writing any claim or notice that it has breached, any of the terms or conditions of any material agreement, contract or commitment filed as an exhibit to the Buyer SEC Reports ("Buyer Material Contracts") in such a manner as, individually or in the aggregate, are reasonably likely to have a Buyer Material Adverse Effect.

  • Buyer has delivered or made available to the Company accurate and complete copies of all Buyer Material Contracts, including all amendments thereto.

  • Neither Buyer nor any of its Subsidiaries nor, to the knowledge of Buyer, any other party is in breach of or in default under any of the Buyer Material Contracts, except for breaches or defaults that have not had and would not be reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect.

  • To the extent Buyer Material Contracts are not evidenced by documents, written summaries have been delivered or made available to the Company.

  • Each Buyer Material Contract is in full force and effect, unless the failure of any Buyer Material Contracts to be in full force and effect has not had and would not be reasonably likely to have, individually or in the aggregate, a Buyer Material Adverse Effect.

  • None of the Buyer Material Contracts have been canceled or otherwise terminated, and Buyer has not received any written notice from any Person regarding any such cancellation or termination or any material default, in each case, with respect to a Buyer Material Contract.

  • Buyer has not breached, or received in writing any claim or notice that it has breached, any of the terms or conditions of any agreement, contract or commitment filed as an exhibit to the Buyer SEC Reports (collectively, "Buyer Material Contracts") in such a manner as, individually or in the aggregate, are reasonably likely to have a Buyer Material Adverse Effect.

  • Section 4.11 of the Buyer Disclosure Letter sets forth a correct and complete list of all Buyer Material Contracts.

  • Buyer shall, and shall cause its Subsidiaries to, use reasonable best efforts to obtain any consents required from third parties pursuant the Buyer Material Contracts in connection with the consummation of the transactions contemplated by this Agreement.


More Definitions of Buyer Material Contracts

Buyer Material Contracts means each Contract to which Buyer or any of its Subsidiaries is a party or by which Buyer or any of its Affiliates is bound (excluding (i) any Transaction Documents and (ii) the Seller Parent/Buyer Contracts), which: (i) relates to any merger, stock sale, stock purchase or business combination involving Buyer or any of its Subsidiaries, or any agreement granting any preferential right with respect to any of the foregoing; (ii) (A) provides for the incurrence of any material Indebtedness, or the issuance of any equity interests (including any Stock Rights), by Buyer or any of its Subsidiaries, (B) otherwise evidences any Indebtedness of Buyer and its Subsidiaries or (C) provides for loans or advances to any Person (except for extensions of trade credit and advances to employees in the ordinary course of business); (iii) is a material joint venture Contract (including any partnership, multi-member limited liability company or other similar agreements); (iv) is (A) a settlement or similar Contract with any Governmental Entity or (B) an Order, in the case of each of clauses (A) and (B), which involves material performance by Buyer or any of its Subsidiaries after the date of this Agreement; or (v) is a Buyer Related Party Contract, any Serum Transaction Agreement or any other Contract related to any Serum Transaction Agreement.
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Buyer Material Contracts means each Contract to which Buyer or any of its Subsidiaries is a party or by which Buyer or any of its Affiliates is bound (excluding (i) any Transaction Documents and (ii) the Seller Parent/Buyer Contracts), which:
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Buyer Material Contracts means each of the following:
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Related to Buyer 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).

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

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

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

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

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

  • 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).

  • Initial Contracts means those Contracts conveyed to the Trust on the Closing Date.

  • Assumed Contract has the meaning set forth in Section 2.1(b)(iv).

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

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

  • Specified Contracts has the meaning set forth in Section 4.13(a).

  • 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.

  • Material Consents as defined in Section 7.3.

  • 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.

  • Assigned Contract shall have the meaning set forth in Section 1.1(b).

  • 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;

  • IP Licenses means all the contracts, licenses and agreements to which the Company is a party with respect to any Intellectual Property or Intellectual Property Rights licensed to or by, or created for or by, the Company.

  • Applicable Contracts has the meaning set forth in Section 2.15(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;

  • 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.

  • Due Diligence Materials means the information to be provided by Seller to Purchaser pursuant to the provisions of Section 4.1 hereof.

  • Environmental Authorizations means all licenses, permits, orders, approvals, notices, registrations or other legal prerequisites for conducting the business of the Borrower or any Subsidiary required by any Environmental Requirement.

  • Company IP Licenses (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $5,000 per year (collectively, “Off-the-Shelf Software Agreements”), which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject of the Company IP Licenses. For each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 4.13(a)(iii), all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP.

  • 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.