Material Assumed Contracts definition

Material Assumed Contracts means all Assumed Contracts denoted with an asterisk on Section 12.1(a) of the Seller Disclosure Letter.

Material Assumed Contracts means all Assumed Contracts other than (a) contracts which do not require payment by Seller of $20,000 or more per year and which otherwise are not material to the Business, (b) contracts in the Ordinary Course of Business which do not require expenditures by Seller of $20,000 or more per year, and (c) contracts terminable upon notice of 60 days or less and which do not require expenditures by Seller of $20,000 or more per year. The Material Assumed Contracts are listed on Schedule 1.26.

Material Assumed Contracts means those Assumed Contracts listed under the caption, “Material Assumed Contracts,” in Schedule 1.4.

Examples of Material Assumed Contracts in a sentence

• Schedule 1.1A Facilities Owned by Transferor Schedule 1.1B Intellectual Property Schedule 1.1C Real Leased Property Schedule 1.1D Material Assumed Contracts Schedule 1.1E Owned Real Property Schedule 1.1F Terminated Plans Schedule 2.1(xx) Bank Accounts Schedule 2.2 Excluded Assets Schedule 2.3(c) All Debt of Transferor Schedule 2.3(e) Obligations or Liabilities for Payment to the County Schedule 2.4 Excluded Contracts Schedule 4.2 Powers; Consents; Absence of Conflicts with Other Agreements, Etc.

• Flamingo has delivered to Flamingo Buyer true and complete copies of all Material Assumed Contracts as in effect on the date hereof.

• The Property Industry Advisory Committee discussed the amendments with the stakeholders.

• To the knowledge of JD and JD Global, except for any Transition Related Circumstance, no third party to any of the Material Assumed Contracts is in material breach or default thereunder, except for any Transition Related Circumstance.

• In the case of Material Assumed Contracts and rights which cannot be transferred effectively without the consent of third parties, Transferee and Transferor shall each use commercially reasonable efforts to obtain such consents prior to the Closing and, if not so obtained, then promptly thereafter.

More Definitions of Material Assumed Contracts

Material Assumed Contracts shall have the meaning set forth in Section 1.1(d).

Material Assumed Contracts means Assumed Contracts of the following types: (i) Contracts with customers or suppliers requiring payments of more than $50,000 per year; (ii) Contracts not entered into in the Ordinary Course of Business; (iii) joint venture, partnership and similar agreements; (iv) Contracts that are service contracts or equipment leases involving payments by Seller of more than $50,000 per year; (v) Contracts containing covenants purporting to limit the freedom of Seller with respect to the Property or Purchased Assets to compete in any line of business in any geographic area or to hire any individual or group of individuals, or requiring Seller with respect to the Property or Purchased Assets to deal exclusively with or grant exclusive rights to any party, or refrain from dealing with products that are competitive with any other party’s products; (vi) Contracts that contain minimum purchase requirements; (vii) Contracts relating to any outstanding commitment for capital expenditures in excess of $50,000 with respect to the Property or Purchased Assets; (viii) Contracts relating to the lease or sublease of or sale or purchase of real or personal property with respect to the Property or Purchased Assets involving any annual expense or price in excess of $50,000 and not cancelable by Seller (without premium or penalty) within 90 days; (ix) Contracts providing for “earn-outs” or other contingent payments relating to the Property involving more than $50,000 over the term of the Contract; (x) Contracts involving the employment of any Transferred Employees, including severance and bonus agreements; and (xi) Contracts that after the Closing, would have the effect of limiting the freedom of Buyer or its Affiliates to compete in any line of business in any geographic area or to hire any individual or group of individuals or requiring Buyer or its Affiliates to deal exclusively with or grant exclusive rights to any party or refrain from dealing with products that are competitive with any other party’s products.

Material Assumed Contracts means the RC International Material Assumed Contracts and the Cott Material Assumed Contracts, collectively.

Material Assumed Contracts means Assumed Contracts that are (i) those contracts with certain physicians, physician groups and other healthcare providers, as each are set forth on Schedule 1.1D, (ii) contracts with the Hospital's top five Payor Programs that are not Government Programs (that are either assumed or replaced to the reasonable satisfaction of the Transferee), (iii) Government Programs; (iv) contracts for construction in progress, (v) contracts with group purchasing organizations, (vi) marketing contracts, (vii) agreements related to any joint venture, partnership or related to any equity interest in other Person by Transferor, and (viii) contracts, agreements or leases which require an annual expenditure by Transferor in excess of $100,000, in each case to which Transferor is a party and that require the consent of a third party for the assignment of such Assumed Contracts, to, and the assumption of such Assumed Contracts, by Transferee, and in each case, described on Schedule 1.1D.

Material Assumed Contracts means, as it relates to each Seller, all Assumed Contracts that either (i) have a remaining obligation for payment or services in excess of One Hundred Thousand Dollars ($100,000) or (ii) are not cancelable by such Seller upon thirty (30) days notice.

Material Assumed Contracts means the Material Vendor Contracts and Material Customer Contracts.

Material Assumed Contracts means the Assumed Contracts set forth in Section 3.8. hereto.