Consent Required Contract definition

Consent Required Contract shall have the meaning specified in Section 2.4 hereof.
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Consent Required Contract shall have the meaning ascribed to such term in Section 7.1.
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Consent Required Contract means the Contracts related to the Business identified by Buyer as of the Closing Date on Schedule 1.1(t) or other Business Contracts (other than Exhibits Indivisible Contracts) which Buyer, in its sole discretion, has determined to include in Schedule 1.1(t) between the date hereof and the Closing Date, but which are not transferable or assignable without the consent of the other party or parties to such agreements, contracts or instruments, which consent has not been obtained as of the date of this Agreement or the Closing, as applicable.
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Examples of Consent Required Contract in a sentence

  • The Company and Buyer shall use their reasonable best efforts after the Closing Date to obtain any required consent to the assignment to, and the assumption by, Buyer of each Consent Required Contract that is not transferred to the Buyer at the Closing ("Non-assigned Contract").

  • In the event that the Company shall have failed prior to the Closing Date to obtain consents to the transfer of any Contract, Permit or other right that cannot be effectively transferred to Buyer without such consent (a "Consent Required Contract"), and the Buyer nevertheless determines to proceed with the Closing, the terms of this Section 8.1 shall govern the transfer of the benefits of each such Consent Required Contract.

  • In the event that Sellers shall have failed prior to the Closing Date to obtain consents to the transfer of any Consent Required Contract, the terms of this Section 2.4 shall govern the transfer of the benefits of each such contract.

  • In the event that the Sellers shall have failed prior to the Closing Date to obtain consents to the transfer of Consent Required Contract and Buyer shall have waived the conditions set forth in Section 4.1.3, the terms of this Section 8.6 shall govern the transfer of the benefits of each Consent Required Contract.

  • Tekelec Group is in compliance in all material respects with and has not breached, violated or defaulted under, any of the material terms or conditions of any Transferred Contract, Consent Required Contract or Tekelec Japan Contract.

  • Buyer agrees to cooperate and to cause any Buyer Designee to cooperate with Sellers in obtaining such consents and to enter into such arrangement of assumption as may be reasonably requested by Sellers or the other contracting party under a Consent Required Contract.

  • In the case of any such Drilling Contract, Other Contract or Permit that cannot be effectively transferred to Buyer without such consent (a "Consent Required Contract"), Sellers agree that between the date hereof and the Closing Date they will use their Best Efforts to obtain or cause to be obtained the necessary consents to the transfer of any Consent Required Contract.

  • For a period of twelve (12) months after Closing, Sellers and Purchaser shall use commercially reasonable efforts to obtain any required consent to the assignment to, and assumption by, Purchaser of each Consent Required Contract that is not transferred to Purchaser at the Closing (each, a “Nonassigned Contract”).

  • To Seller's Knowledge, no other party to any Transferred Contract or Consent Required Contract has materially breached, violated or defaulted under any of the material terms or conditions of such contract, nor is Seller aware of any event that would constitute such a breach, violation or default (with or without the giving of notice, lapse of time or both).

  • Seller shall give any notice required by the terms of any Transferred Contract or Consent Required Contract with respect to the transactions contemplated by this Agreement or shall obtain appropriate waivers for the failure to provide any such notice.


More Definitions of Consent Required Contract

Consent Required Contract has the meaning specified in Section 2.05. -------------------------
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Consent Required Contract has the meaning specified in Section 8.2(a).
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Consent Required Contract has the meaning set forth in Section ‎2.5.
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Consent Required Contract means each Contract that would be a Transferred Business Contract if the Closing occurred at the time of the execution and delivery of this Agreement (without giving effect to any deemed exclusion of Contracts from the definition of “Transferred Business Contracts” pursuant to Section 4.3(b)) and with respect to which any Consent is or would be reasonably be expected to be required to be obtained in connection with any of the Contemplated Transactions.
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Consent Required Contract shall have the meaning set forth in SECTION 2.5(a).
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Related to Consent Required Contract

  • Consent Required Loan means a Loan that is capable of being assigned or novated with the consent of the Reference Entity or the guarantor, if any, of such Loan (or the consent of the relevant borrower if the Reference Entity is guaranteeing such Loan) or any agent;

  • Required Consent has the meaning set forth in Section 4.4.

  • Assumed Contract means any Executory Contract or Unexpired Lease assumed by the Reorganized Debtors in accordance with Article V of the Plan.

  • Required Consents shall have the meaning set forth in Section 4.5.

  • Assigned Contract has the meaning set forth in Section 1.5(a).

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

  • Seller Contract any Contract (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) by which Seller or any of the assets owned or used by Seller is or may become bound.

  • Specified Contract means any of the following Contracts (together with all exhibits and schedules thereto) to which the Company or any Subsidiary is a party:

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

  • Covered contract means a DoD prime contract for an amount exceeding the simplified acquisition threshold, except for a fixed-price contract without cost incentives. The term also includes a subcontract for an amount exceeding the simplified acquisition threshold, except for a fixed-price subcontract without cost incentives under such a prime contract.

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

  • Material Consents as defined in Section 7.3.

  • Seller Consents has the meaning set forth in Section 3.03.

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

  • Deemed Contract means a contract which is deemed to have automatically been formed when we supply gas or electricity to your property where you have not actively agreed to a new supply of gas and/or electricity from us;

  • Scheduled Contracts has the meaning set forth in Section 4.16.

  • EPC Contract means the Seller’s engineering, procurement and construction contract with the EPC Contractor.

  • Insured Contract means any written:

  • Proposed Contract means the agreement including any other terms and conditions contained in or referred to in this RFP that may be executed between the DBSA and the successful Bidder.

  • Seller Contracts means those Contracts of Seller or any Other Seller that relate primarily to the Business.

  • Qualified Contract A Contract that qualifies under the Code as an individual retirement annuity (“IRA”) or a Contract purchased under a Qualified Plan that qualifies for special tax treatment under the Code. Qualified Plan — A retirement plan that receives favorable tax treatment under Section 401, 403, 408, 408A or 457 of the Code. Quarterly Contract Anniversary — Every three month anniversary of the Contract Date. SEC — Securities and Exchange Commission.

  • Service Contract means, with respect to a Financed Vehicle, the agreement, if any, financed under the related Receivable that provides for the repair of such Financed Vehicle.

  • Major Contract means (i) any management agreement relating to the Properties or the Loan Parties, (ii) any agreement between any Loan Party and any Affiliate of any Relevant Party and (iii) any brokerage, leasing, cleaning, maintenance, service or other contract or agreement of any kind (other than Leases) relating to the Properties, in each case involving payment or expense of more than One Million and No/100 Dollars ($1,000,000) during any twelve (12) month period, unless cancelable on thirty (30) days or less notice without requiring payment of termination fees or payments of any kind.

  • Customary Post-Closing Consents means those consents and approvals from Governmental Authorities for the assignment of the Assets to the Buyer that are customarily obtained after the assignment of properties similar to the Assets.

  • Third Party Contract means a contract between Metrolinx and any other Person which is in any way related to, impacts or is impacted by the Services and/or the Consultant’s acts or omissions, whether expressly identified to the Consultant or not.