Company Material Agreement definition

Company Material Agreement or “Company Material Agreements” shall have the meaning set forth in Section 4.12.
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Company Material Agreement shall have the meaning set forth in Section 4.15.
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Company Material Agreement or, collectively, the “Company Material Agreements”, means any Contract to which the Company is a party or by which it is bound or is otherwise obligated to perform that involves, or constitutes, any of the following:
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Examples of Company Material Agreement in a sentence

  • The Company and each of the Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Material Agreement.

  • Neither the Company nor any Subsidiary knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Material Agreement.

  • To the knowledge of the Company, no other party to any Company Material Agreement is in material breach of the terms, provisions or conditions of such Company Material Agreement.

  • No Restricted Subsidiary has, and to the knowledge of the Borrower, no other party to any Xxxxxxxx 66 Company Material Agreement has, defaulted under any such Xxxxxxxx 66 Company Material Agreement, which default, in either case, would reasonably be expected to have a Material Adverse Effect.

  • The budget must show the cash requirements of the programme for the whole period of implementation.

  • Each Company Material Agreement is valid, binding and in full force and effect.

  • Neither the Company nor any of its Subsidiaries knows of, or has received notice of, any material violation or default (or any condition which with the passage of time or the giving of notice would cause such a violation of or a default) by any party under any Company Material Agreement.

  • Neither the Company nor any Company Subsidiary nor, to the Knowledge of the Company, any other party thereto, is in default in any material respect under the terms of any Company Material Agreement.

  • The Company and each of its Subsidiaries, as applicable, are in all material respects in compliance with and have in all material respects performed all obligations required to be performed by them to date under each Company Material Agreement.

  • Except as set forth on Schedule 3.11 hereto, the Company has in all material respects performed all the obligations required to be performed by it to date under its Company Material Agreements, has received no notice of default and, to the best of the Company’s knowledge, is not now, and after giving effect to the Transactions will not be, in default under any the Company Material Agreement now in effect, the result of which could cause a Material Adverse Effect.


More Definitions of Company Material Agreement

Company Material Agreement means each agreement, arrangement, instrument, bond, commitment, franchise, indemnity, indenture, lease, license or understanding, whether or not in writing, to which the Company, any of the Company Subsidiaries or any of their respective properties is subject that (i) obligates the Company or any of the Company Subsidiaries to pay, or results in the payment to the Company or any Company Subsidiary of, an amount in excess of $5,000,000 in any twelve-month period; (ii) provides for the extension of credit by the Company or any Company Subsidiary outside the ordinary course of business; (iii) provides for a guaranty by the Company or any of the Company Subsidiaries of obligations of others for borrowed money in excess of $1,000,000; (iv) represents a contract upon which the Company and the Company Subsidiaries, taken as a whole, are substantially dependent or is otherwise material to the business of the Company and the Company Subsidiaries, taken as a whole; or (v) limits, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage in any line of business, compete with any person or expand the nature or geographic scope of its business.
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Company Material Agreement. Section 3.13(a) “Company Options” Section 2.4(a) “Company Permits” Section 3.17(b)
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Company Material Agreement or, collectively, the “Company Material Agreements”, means any Contract to which the Company or any of its Subsidiaries is a party or by which it is bound or is otherwise obligated to perform that involves, or constitutes, any of the following: (i) any Contract with a Customer (as defined below); (ii) any Contract with a Supplier (as defined below); (iii) any Contract with (A) Seller or any of its controlled Affiliates (other than the Company and its Subsidiaries), on the one hand, and the Company, on the other hand, or (B) any officer or director of Seller or any of its controlled Affiliates (other than the Company and its Subsidiaries), on the one hand, and the Company, on the other hand, other than this Agreement, the Transaction Agreements and D&O Indemnification Agreements; (iv) any Contract with outstanding payment obligations in excess of USD $200,000, individually or USD $250,000 in the aggregate; (v) any Contract under which the Company or any of its Subsidiaries has incurred indebtedness for borrowed money or issued any note, indenture or other evidence of indebtedness or guaranteed indebtedness or Liabilities of others; (vi) any Contract with respect to indemnification obligations of the Company to any officer or director of the Company (collectively, “D&O Indemnification Agreements”); (vii) any Contract with respect to any merger, acquisition, consolidation, sale or other business combination or divestiture transaction involving the Company or any of its Subsidiaries; (viii) any Contract relating to the disposition or acquisition of assets (other than any Intellectual Property Rights or Technology) outside the ordinary course of business consistent with past practice; (ix) any Contract imposing any restriction on the right or ability of the Company or any Subsidiary to compete with any other Person or to engage in any line of business, market or geographic area, or to sell, license, manufacture or otherwise distribute any of its Technology or products, or from providing services, to customers or potential customers or any class of customers, in any geographic area, during any period of time, or in any segment of the market; (x) any Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses or costs; (xi) any Contract involving the settlement of any Action that provides for outstanding obligations of the Company or any of its Subsidiaries; (xii) any employment, severance or change in control or ...
Sample 1
Company Material Agreement means each agreement, arrangement, instrument, bond, commitment, franchise, indemnity, indenture, lease, license or understanding, whether or not in writing, to which the Company or any of its Subsidiaries is a party or to which the Company, any of its Subsidiaries or any of their respective properties is subject that (i) obligates the Company or any of its Subsidiaries to pay an amount in excess of $250,000 in any twelve-month period beginning after December 31, 1996, (ii) provides for the extension of credit, (iii) provides for a guaranty by the Company or any of its Subsidiaries of obligations of others in excess of $250,000, (iv) constitutes an employment agreement, consulting agreement or personal service contract not terminable on less than sixty (60) days' notice without penalty, (v) represents a contract upon which the Company and its Subsidiaries taken as a whole are substantially dependent or that is otherwise material to the business of the Company and its Subsidiaries taken as a whole, or (vi) limits, in any material respect, the ability of the Company or any of its Subsidiaries to engage in any line of business, compete with any Person or expand the nature or geographic scope of its business.
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Company Material Agreement has the meaning given in Section 3.11.
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Related to Company Material Agreement

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

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

  • Material Agreement means any material contract, commitment, agreement (written or oral), instrument, lease or other document, license agreement and agreements relating to intellectual property, to which the Corporation or any Subsidiary are a party or to which any of their property or assets are otherwise bound;

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

  • industrial agreement means an agreement registered by the Commission under this Act as an industrial agreement;

  • Company Materials has the meaning specified in Section 6.02.

  • IP License Agreement shall have the meaning set forth in Section 1.2.

  • Material Agreements shall have the meaning assigned to such term in Section 4.16 hereof.

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • Intellectual Property Agreement means the agreement in substantially the form set forth as Exhibit B.

  • 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 License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • Trademark License Agreement means that certain Trademark License Agreement in substantially the form attached hereto as Exhibit F.

  • Material Intellectual Property means any intellectual property owned by any Loan Party that is, in the good faith determination of the Borrower, material to the operation of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • Company License Agreements means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

  • Existing Confidentiality Agreement has the meaning set forth in Section 4.01.

  • Environmental Agreement means the Environmental Indemnification and Release Agreement of even date herewith by and between Borrower and Lender pertaining to the Property, as the same may from time to time be extended, amended, restated or otherwise modified.

  • Material Project Documents means, collectively, the Power Purchase Agreement, the EPC Contract, the Transmission Facilities Construction Agreement, the O&M Agreement, the Coal Supply Agreements, the Coal Transportation Agreement and all other instruments, agreements or other documents arising from or related to the Project, but shall not include any Financing Agreement.

  • Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.

  • IP Agreement is that certain Intellectual Property Security Agreement executed and delivered by Borrower to Bank dated as of the Effective Date.

  • Proprietary Materials means any tangible chemical, biological or physical research materials that are furnished by or on behalf of one Party to the other Party in connection with this Agreement, regardless of whether such materials are specifically designated as proprietary by the transferring Party.

  • Patent License Agreement means the Patent License Agreement substantially in the form of Exhibit C.

  • Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.

  • Material IP means any Intellectual Property that is material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • 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.

  • Intercompany License Agreement means any cost sharing agreement, commission or royalty agreement, license or sublicense agreement, distribution agreement, services agreement, intellectual property rights transfer agreement, any related agreements or similar agreements, in each case where all parties to such agreement are one or more of the Company or a Restricted Subsidiary.