Echo Connect definition

Echo Connect has the meaning set forth in the Contribution Agreement.
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Echo Connect means the entities (if any) (including the assets and properties held by such entities) and other assets, properties and businesses to be distributed by Echo Holdco and its Subsidiaries in connection with the Echo Connect Separation (a) that are owned, held or primarily used in the conduct of Change Healthcare’s pharmacy switch and prescription routing business and (b) none of which are reflected, as of the Balance Sheet Date, in the balance sheet included in the Echo Pro Forma Financial Statements, as more specifically set forth (as of the date of this Agreement) on Section 1.01 of the Echo Disclosure Schedule.
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Examples of Echo Connect in a sentence

  • The Echo Connect Purchase Agreement will not contain any indemnification obligations on the part of any party, and the equity securities will be sold on an “as is, where is” basis (subject only to the representations and warranties set forth above) and the Echo Parties (and any of their designees) shall acknowledge that they have not relied on any representation or warranty other than as set forth in the Echo Connect Purchase Agreement.

  • Change Solutions (or any Subsidiary of any Echo Party that it designates) may exercise the Option by delivering written notice (the “Option Notice”) to the Echo Shareholders and Echo Connect Holdings of its intent to exercise the Option.

  • For the avoidance of doubt, claims related to the Echo Connect Liabilities, MCK Excluded Liabilities, Echo Covered Taxes and MCK Covered Taxes shall survive indefinitely.

  • The Echo Parties shall take all actions necessary or advisable to cause the Echo Connect Separation to occur at or prior to the Closing.

  • The only representations and warranties given by the Echo Shareholders in the Echo Connect Purchase Agreement will be those related to organization (if applicable), authority, noncontravention of organizational documents, law or material agreements of the Person making such representation or warranty, title (other than customary permitted liens) and no brokers.

  • Within 20 Business Days of its receipt of the Option Notice, Echo Connect Holdings and the Echo Shareholders will deliver to Change Solutions (or any Subsidiary of any Echo Party that it designates) a purchase agreement (the “Echo Connect Purchase Agreement”) consistent with the terms set forth herein, which Echo Connect Holdings, the Echo Shareholders and the Echo Parties (or any designated Subsidiary of the Echo Parties) hereby covenant and agree to execute as soon as reasonably practical.

  • Change Solutions (or any Subsidiary of any Echo Party that it designates) is hereby granted an option to purchase, at its election, all of the issued and outstanding capital stock of Echo Connect Holdings (the “Option”) on the terms set forth herein.

  • MCK, on behalf of itself and its Subsidiaries, hereby grants to Echo Connect a non-transferable (except as provided in this paragraph and Section 5.2), royalty-free and fully paid up covenant not to ▇▇▇ under any patent and patent application to the extent included in the MCK Retained IP but excluding the MCK Excluded Patents (the “Covenant Not to ▇▇▇”).

  • Subject to the terms and conditions of this Agreement, Echo Connect, on behalf of itself and its Subsidiaries, hereby grants to NewCo and its Subsidiaries a perpetual, irrevocable, worldwide, non-exclusive, non-transferable (except as otherwise provided in Sections 2.6 and 5.2), royalty-free and fully paid up license under the Echo Connect Retained IP for Use.

  • From the Closing through the End Date (or, if the Option is properly exercised hereunder, the effective execution of the Echo Connect Purchase Agreement), each Echo Shareholder agrees (as to itself) not to transfer any capital stock in Echo Connect Holdings, other than a transfer permitted under Section 4.1 of the Echo Connect Stockholders Agreement (as defined below) and in accordance with Section 10.