Material Assumed Contract definition

Material Assumed Contract has the meaning set forth in Section 2.1(b)(iv).
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Material Assumed Contract shall have the meaning set forth in Section 5.10. ***
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Material Assumed Contract means any Assumed Contract that (a) obligates Seller to pay an amount of Twenty-Five Thousand dollars ($25,000) or more in any twelve month period or obligates Seller to pay an aggregate amount of Fifty Thousand Dollars ($50,000) or more, (b) has an unexpired term as of the Balance Sheet Date in excess of six (6) months that is not terminable upon sixty (60) days or less notice by Seller at any time during the term, without penalty, (c) contains a covenant not to compete or otherwise significantly restricts business activities, (d) limits the ability of Seller to conduct its business, including as to manner or place, (e) contains a right of first refusal, (f) constitutes a collective bargaining agreement, (g) represents a contract upon which the business of the Hospital is substantially dependent or a contract which is otherwise material to the business of the Hospital, (h) represents a contract with a physician or any other referral source, or to the knowledge of Seller, an immediate family member of a physician (as that term is defined in 42 C.F.R. § 411.351) or any other referral source, including any contract with a pharmacy or any other supplier of medical products to patients of the Facility, (k) to the knowledge of Seller, represents a contract with an entity in which a referring physician or any other referral source (as that term is defined in 42 U.S.C. § 1395m(h)(7)) or a referring physician’s immediate family member has an ownership or investment interest, or (l) represents a third party payor, managed care or preferred provider organization contract.
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Examples of Material Assumed Contract in a sentence

  • Neither Seller nor any of its Affiliates has received any written notice from any counterparty thereto of any intention to terminate, repudiate or disclaim any Material Assumed Contract.

  • Except as disclosed in Schedule 6.7, each Cott Material Assumed Contract is valid and binding on Seller or such Affiliate and in full force and effect and neither Seller nor such Affiliate has assigned any of its rights thereunder.

  • As of the date hereof, except as would not, individually or in the aggregate, have a Cott MAE, neither Seller nor any Affiliate of Seller is in breach of, or default under, any Cott Material Assumed Contract which has not been cured or waived nor, to the Knowledge of Seller, is any other party to any Cott Material Assumed Contract in breach of, or default under, any such Cott Material Assumed Contract which has not been cured or waived.

  • ADP shall provide Purchaser with prompt written notice of the execution of any other such additional Contract which ADP desires Purchaser to assume at the Closing, at which time Purchaser shall have the option to either accept or reject the inclusion of such Contract as an Assumed Contract (or, as applicable, a Material Assumed Contract) hereunder, which option shall be expressed in a writing delivered to ADP and exercised in Purchaser’s sole and absolute discretion.

  • No party to any Material Assumed Contract has notified Seller in writing that it intends to cancel, withdraw, modify or amend such Assumed Contract.

  • Schedule 5.10 sets forth, as of the date of this Agreement, each contract, agreement and commitment to which Seller or any Divesting Entity is a party that relates solely to the Products and that is material to the Business (each, a "Material Assumed Contract").

  • Seller shall not agree to any modification of any Material Assumed Contract in the course of obtaining any such consent, where such modification would materially and adversely affect Purchaser’s ability to conduct the Business as heretofore conducted.

  • Except as noted on Schedule 5.9 attached hereto, the ------------ consummation of the transactions contemplated by this Agreement does not require the consent or approval of any party to any Material Assumed Contract.

  • Seller is not in material default or alleged to be in material default on any term of any such Material Assumed Contract.

  • If such consent is not obtained or such assignment is not permitted or otherwise attainable pursuant to Sections 105, 363 and/or 365 of the Bankruptcy Code or pursuant to the terms of the Approval Order regarding any Assumed Contract that is not a Material Assumed Contract, then such Purchased Asset shall not be transferred hereunder and the Closing shall proceed with respect to the remaining Purchased Assets without any reduction in the Purchase Price.


More Definitions of Material Assumed Contract

Material Assumed Contract has the meaning set forth in Section 3.5(a).
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Material Assumed Contract means the Assumed Contracts set forth on the Schedule 3.9(a).
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Material Assumed Contract shall have the meaning ascribed to it in Section 3.23(f).
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Related to Material Assumed Contract

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

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

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

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

  • 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.

  • 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;

  • 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;

  • 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).

  • 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.

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

  • Material Gas Imbalance means, with respect to all Gas Balancing Agreements to which Borrower or any Restricted Subsidiary is a party or by which any Oil and Gas Interests owned by Borrower or a Restricted Subsidiary is bound, a net overproduced gas imbalance to Borrower and the Restricted Subsidiaries, taken as a whole, in excess of $10,000,000.

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

  • Applicable Contracts has the meaning set forth in Section 2.15(a).

  • Material Leases has the meaning set forth in Section 4.21.

  • Customer Contracts has the meaning set forth in Section 2.1(b)(ii)(A).

  • Assigned Leases has the meaning specified in Section 2.01(b).

  • 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);

  • Material Leased Real Property shall have the meaning given in Section 3.7(b).

  • 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.

  • 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:

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

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

  • 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.

  • Property Lease means any Depot Lease, any lease in respect of a Managed Station Area, any lease in respect of Shared Facilities or any Station Lease and any agreement or lease of a similar or equivalent nature (whether in respect of any such facility or otherwise) which the Franchisee may enter into with a person who has an interest in a network or a railway facility which is to be used for or in connection with the provision or operation of the Franchise Services;