Material Instruments definition

Material Instruments has the meaning set forth in Section 4(e).
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Material Instruments has the meaning set forth in Section -------------------- ------- 4(e). ---- -33-
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Material Instruments means the Contracts described on Schedule 2.1F, the licenses, agreements and other arrangements, if any, transferred to Buyer pursuant to the Technology Transfer and License Agreement and the Governmental Permits described on Schedule 2.1I.
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Examples of Material Instruments in a sentence

  • The performance by the Company or any of its Subsidiaries of its obligations and the enforcement of its rights under the Material Instruments will not have a Material Adverse Effect.

  • If all required consents or approvals have not been obtained as of Closing (or, despite Buyer's reasonable and diligent commercial efforts, are not later obtained) with respect to Contracts and Material Instruments (collectively, the "Non-Conveyed Contracts"), Seller shall, promptly following Buyer's written request, take commercially reasonable steps and actions to provide Buyer with the benefit of such Non-Conveyed Contracts.

  • Seller's obligation to provide such benefit with respect to a particular Non-Conveyed Contract shall expire concurrently with the earlier of (a) the expiration of that Non-Conveyed Contract according to its terms or (b) with respect to Non-Conveyed Contracts that are not Material Instruments, the earliest time that such Non-Conveyed Contracts may be terminated by Buyer (as Seller's assignee) without breach thereof.

  • Except as set forth on the Schedule of Exceptions, the Company and each Subsidiary is not in violation of (i) any Applicable Law, (ii) any term of its Certificate of Incorporation or Bylaws (or equivalent documents in its jurisdiction of organization), or (iii) any Contract to which it is subject and which is material to the Business, including any Capital Stock Agreement (collectively, the "Material Instruments").

  • Except as set forth on the ------------------------------------ Schedule of Exceptions, the Company and each Subsidiary is not in violation of (i) any Applicable Law, (ii) any term of its Certificate of Incorporation or Bylaws (or equivalent documents in its jurisdiction of organization), or (iii) any Contract to which it is subject and which is material to the Business (collectively, the "Material Instruments").

  • Subject to the limitations provided for in this Article IX, Seller shall indemnify, reimburse, defend, and hold harmless Buyer Indemnitees from and against any and all Liabilities/Claims caused by Title Defects involving the Material Instruments, but only to the extent that such Title Defect is demonstrated to have existed before the Effective Time.

  • Seller's interest in the fee properties described in the surveys listed on Schedule 2.01(e) hereto, and in the property rights reflected in the Material Instruments described in Section 4.08 (the "Real Property").

  • Except as set forth on the Schedule of Exceptions, the Company and each Subsidiary is not in violation of (i) any Applicable Law, (ii) any term of its Certificate of Incorporation or Bylaws (or equivalent documents in its jurisdiction of organization), or (iii) any Contract to which it is subject and which is material to the Business (collectively, the "Material Instruments").

  • Attached hereto as Schedule 5 is a true and correct list of all promissory notes, instruments (other than checks to be deposited in the ordinary course of business), tangible chattel paper, electronic chattel paper and other evidence of indebtedness held by each Grantor as of the Closing Date, in each case constituting Material Instruments or having a face amount exceeding $5,000,000, as applicable, and required to be pledged and delivered to the Administrative Agent under the Security Agreement.

  • Neither the Company nor any of its Subsidiaries is in Default under any other contract to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound (each, an “Existing Other Instrument”, collectively with the Existing Material Instruments, the “Existing Instruments”), except for such Default as would, individually or in the aggregate, not reasonably be expected to result in a Material Adverse Change.


More Definitions of Material Instruments

Material Instruments shall have the meaning set forth in Section 5(e).
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Related to Material Instruments

  • Material Insurance Subsidiary means a Material Subsidiary that is also an Insurance Subsidiary.

  • Material IP means any Intellectual Property that is material to the conduct of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • Material Agreements shall have the meaning assigned to such term in Section 4.16 hereof.

  • Financial Instruments means commodities, securities, and derivatives of all types, including, without limitation, stocks and other equity instruments, bonds and other debt instruments, commodities and futures, forwards, swaps, and options that derive their value from bonds, equities, commodities or indices thereof.

  • Collateral Instruments means notes, bills of exchange, certificates of deposit and other negotiable and non-negotiable instruments, guarantees and any other documents or instruments which contain or evidence an obligation (with or without security) to pay, discharge or be responsible directly or indirectly for, any Indebtedness or liabilities under this Agreement and includes Encumbrances;

  • 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;

  • Financial Instrument means those instruments specified in Section C of Annex I;

  • Material Intellectual Property means any intellectual property owned by any Loan Party that is, in the good faith determination of the Borrower, material to the operation of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.

  • Material Documents has the meaning set forth in Section 5.23.

  • Material Information means any information (Material Fact or Material Change) relating to the business and affairs of the Company that results in or would reasonably be expected to result in a significant change in the market price or value of any of the Company’s securities;

  • 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.

  • Industrial insured means an insured:

  • Material Indebtedness Agreement means any agreement under which any Material Indebtedness was created or is governed or which provides for the incurrence of Indebtedness in an amount which would constitute Material Indebtedness (whether or not an amount of Indebtedness constituting Material Indebtedness is outstanding thereunder).

  • Material Indebtedness means Indebtedness (other than the Loans and Letters of Credit), of any one or more of the Company and its Subsidiaries in an aggregate principal amount exceeding $50,000,000.

  • Trade Instruments means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group arising in the ordinary course of trading of that member of the Group.

  • Capital Instruments Regulations means the Delegated Regulation and any other rules or regulations of the Relevant Authority or which are otherwise applicable to the Issuer or the Group (as the case may be and, where applicable), whether introduced before or after the Issue Date of the relevant Series of Notes, which prescribe (alone or in conjunction with any other rules or regulations) the requirements to be fulfilled by financial instruments for their inclusion in the Own Funds to the extent required under the CRD IV Package;

  • Related Party Agreements shall have the meaning set forth in Section 3.19 herein.

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

  • Material Assets means with respect to any Person all Material interests in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

  • 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.

  • Business Agreements has the meaning specified in Section 5.15.

  • Assigned Agreements means all agreements and contracts to which such Grantor is a party as of the date hereof, or to which such Grantor becomes a party after the date hereof, including, without limitation, each Material Contract, as each such agreement may be amended, supplemented or otherwise modified from time to time.

  • Material Real Property means any fee owned Real Property located in the United States that is owned by any Loan Party with a fair market value in excess of $10,000,000 (at the Closing Date or, with respect to Real Property acquired after the Closing Date, at the time of acquisition, in each case, as reasonably estimated by the Borrower in good faith).

  • material hoist means a hoist used to lower or raise material and equipment, excluding passengers; "medical certificate of fitness" means a certificate contemplated in regulation 7(8);

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

  • Material Debt Instrument means any physical instrument evidencing any Indebtedness for borrowed money which is required to be pledged and delivered to the Administrative Agent (or its bailee) pursuant to the Security Agreement.