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 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

Examples of Consent Required Contracts in a sentence

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

  • 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.

  • No product manufactured, sold, leased, distributed, licensed or delivered by the Business is subject to any guaranty, warranty, or other indemnity beyond (i) Seller's applicable standard terms and conditions of sale, lease or license, (ii) the terms and conditions set forth in the Transferred Contracts and the Consent Required Contracts or (iii) the terms and conditions that are implied or imposed by applicable law.

  • 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.

  • Inmet, on the one hand, and the Seller Parties, on the other hand, shall pay 70% and 30%, respectively, of all fees, costs or expenses charged or applicable in connection with obtaining the consents required to assign the Consent Required Contracts and the Governmental Approvals required in connection with the Transaction, and shall share equally the fees, costs and expenses of obtaining consent required to assign the Rio Tinto Royalty and the Ibex 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).

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

  • 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.

  • All consents of, and notices to, third parties that are required under the Consent Required Contracts (defined in Section 5.6) shall have been obtained and all notices to third parties of such assignments shall have been sent in accordance with the provisions of such Consent Required Contracts.

  • 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.


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 contracts identified as "Consent Required Contracts" on Schedule 5.8.
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 means any Executory Contract or Unexpired Lease assumed by the Reorganized Debtors in accordance with Article V of the Plan.

  • 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 (i) relating to the Business under which Seller has or may acquire any rights or benefits, (ii) relating to the Business under which Seller has or may become subject to any obligation or Liability or (iii) by which any of the Purchased Assets or Assumed Liabilities is or may become bound.

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

  • 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 means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

  • 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 means contracts pursuant to which a non-affiliated third party provides material services, Intellectual Property, Software or benefits to Seller or one or more of its Affiliates (including the Acquired Companies) in respect of both the Business and any other business of Seller and its Affiliates (other than the Acquired Companies).

  • Customary Post-Closing Consents means the consents and approvals from Governmental Authorities for the assignment of the Assets to Buyer 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).