Consent Required Contracts definition

Consent Required Contracts means (i) the Leases; and (ii) those Assumed Contracts which are not assignable in whole or in part without the consent, approval or waiver of the party or parties thereto (other than Seller), including the Assumed Contracts listed on Schedule D.
Sample 1Sample 2
Consent Required Contracts means the Contracts identified on SCHEDULE 1.1(KK) (which schedule shall be updated at the Closing by Seller to reflect the removal of Contracts originally identified as of the date of this Agreement on SCHEDULE 1.1(KK), but which have been moved to SCHEDULE 1.1(BBBBBB) as a Transferred Contract pursuant to SECTION 6.8) which either (i) are Contracts (A) to which Seller is a party or is otherwise bound, (B) which are related to the Business and (C) which Seller is willing to assign or transfer to Buyer, but which are not transferable or assignable without the consent of the other party or parties to such Contracts, which consent has not been obtained as of the date of this Agreement or the Closing, as applicable, or (ii) are Tekelec Japan Contracts which would be breached by or otherwise provide for a loss of rights in the event of, the consummation of the transactions contemplated herein (including the acquisition by Buyer of the Tekelec Japan Stock) without the consent of the other party or parties to such Contracts, which consent has not been obtained as of the date of this Agreement or the Closing, as applicable.
Sample 1
Consent Required Contracts means those contracts identified as "Consent Required Contracts" on Schedule 5.8.
Sample 1

Examples of Consent Required Contracts in a sentence

  • All consents for Consent Required Contracts shall have been obtained.

  • If any such consent, waiver, confirmation or approval is not obtained with respect to any Consent Required Contracts, then Seller and Buyer will cooperate to establish an arrangement reasonably satisfactory to Buyer and Seller under which Buyer would obtain, to the extent practicable, the claims, rights, and benefits and assume the corresponding liabilities and obligations thereunder in accordance with this Agreement.

  • To the extent permitted by applicable Law, all Contracts which are Consent Required Contracts as of the Closing shall be held, from the Closing Date and until the appropriate consents to transfer are obtained, by Seller or the applicable subsidiary of Seller in trust for Buyer and the covenants and obligations thereunder shall be performed by Buyer, at its sole cost and expense, in Seller's or such subsidiary's name and all benefits and obligations existing thereunder shall be for Buyer's account.

  • First, it turns off the deleterious effect that recognition probabilities have on coalition inclusion.

  • All Consents required by third parties in connection with the assignment of the Consent Required Contracts set forth on Schedule 6.2(g) shall have been obtained and shall be in full force and effect.

  • If and when the consent required to transfer any Consent Required Contract is obtained, the transfer of the applicable Consent Required Contracts shall be promptly effected in accordance with the terms of this Agreement.

  • Seller shall use reasonable efforts, during the period from the date of this Agreement until the Closing, to obtain the consents, waivers, approvals and assignments under the Consent Required Contracts as may be required in connection with the Acquisition so as to assign all rights of and benefits of Seller, to Buyer, and upon the receipt of such consent, waiver, approval or assignment, as applicable, such Consent Required Contract shall be moved to Schedule 1.1(dddd) from Schedule 1.1(u).

  • Seller shall have obtained the consents to the assignment of the Drilling Contracts, Other Contracts and leases identified as "Consent Required Contracts" on Schedule 2.01(f)(i) and 2.01(f)(ii) on terms reasonably acceptable to Buyer or, with respect to any Nonassigned Contracts, there are no reasonable grounds to believe that the arrangements provided in Section 2.05 to provide the economic benefits to Buyer cannot be implemented.

  • The Transferred Contracts, Non-Transferred Contracts and the Consent Required Contracts are all of the Contracts between Seller and any third party related to, or necessary for, the operation of the Business.

  • Schedule 3.2(3)(c) sets out a complete list of the Consent Required Contracts.


More Definitions of Consent Required Contracts

Consent Required Contracts means the Contracts related to the Business identified on Schedule 6.2(g).
Sample 1
Consent Required Contracts means those Material Contracts which, as a result of the completion of the transactions contemplated by this Agreement without obtaining consent, (i) would be violated, breached, terminated or modified, with or without notice; or (ii) would require payment or performance by any of the Las Cruces Companies of a fine, penalty or other additional cost or obligation, except, in the case of clause (i) or (ii), for any such violations, breaches, terminations, modifications, fines, penalties or additional costs or obligations that individually or in the aggregate would not reasonably be expected to result in a Material Adverse Change in respect of the Las Cruces Companies;
Sample 1

Related to Consent Required Contracts

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

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

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

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

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

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

  • 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;

  • 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.

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

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

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

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

  • Material Consents as defined in Section 7.3.

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

  • Retained Contracts shall have the meaning set forth in Section 1.2(i).

  • 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.

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

  • Service Contracts means contracts or agreements, such as maintenance, supply, service or utility contracts.

  • Hotel Contracts shall have the meaning set forth in Section 10.2(d).

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

  • Shared Contracts has the meaning specified in Section 4.12(b).

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

  • 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:

  • 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;

  • 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.

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