Material Seller Contracts definition

Material Seller Contracts means Seller Contracts which required the expenditure by Seller of more than $250,000 in any of Seller's last 3 fiscal years, or which accounted for more than 10% of Seller's revenues in any of Seller's last 3 fiscal years.
Sample 1Sample 2
Material Seller Contracts has the meaning set forth in Section 4.10(a).
Sample 1
Material Seller Contracts are defined as: (i) each Contract relating to the creation of any Encumbrance on the Assets; (ii) each Contract involving or incorporating any guaranty, any pledge, any performance or completion bond or any surety arrangement related to the Assets; (iii) each material Contract related to the Assets that was entered into outside the ordinary course of business or was inconsistent with Seller's past practices; (iv) each Contract related to the Assets that has a term of more than 60 days and that may not be terminated by Seller (without penalty) within 60 days after the delivery of a termination notice by Seller; (v) each Contract relating to the acquisition, transfer, use, development, sharing or license of any technology relating to the Assets; (vi) each Contract related to the Assets imposing any restriction on Seller's right or ability (or the right or ability of an assignee thereof) to (A) compete with any other Person, (B) acquire any product or other asset or any services from any other Person, (C) sell any product or other asset to or perform any services for any other Person or to transact business or deal in any other manner with any other Person or (D) develop or distribute any technology; (vii) each Contract related to the Assets creating or involving any agency relationship, distribution arrangement or franchise relationship; (viii) each Contract related to the Assets creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities; and (ix) any Contract related to the Assets that contemplates or involves (A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $10,000 in the aggregate or (B) the performance of services having a value in excess of $10,000 in the aggregate.
Sample 1

Examples of Material Seller Contracts in a sentence

  • The Seller has furnished or made available to the Purchaser true and complete copies of all Material Seller Contracts, including any amendments thereto.

  • TheEvaluation Committee may be assisted by other persons as the Evaluation Committee, in its sole discretion, may determine, including technical, financial, legal and other advisors to, or employees of the City.

  • Material Seller Contracts" means Seller Contracts which required the expenditure by Seller of more than $250,000 in any of Seller's last 3 fiscal years, or which accounted for more than 10% of Seller's revenues in any of Seller's last 3 fiscal years.

  • All such Material Seller Contracts are valid, binding, and enforceable in accordance with their terms and are in full force and effect.

  • No licenses, trademarks, patents, copyrights or agreements with respect to the use of technology (other than such licenses, trademarks, patents, copyrights or agreements which form a part of the Acquired Assets) are necessary for (a) Seller to own, operate and maintain the Project in accordance with the Material Seller Contracts and (b) to the Knowledge of Seller Parent, third party equipment suppliers to license or sell equipment to Seller in accordance with the Material Seller Contracts.

  • The Seller Contracts described in Schedule 4.12(a) --------- ---------------- constitute all Material Seller Contracts of each Seller Entity in effect as of the date of this Agreement.

  • SCHEDULE 4.13 hereto contains an accurate and complete list of each contract, agreement, license or instrument to which the Seller is a party or is subject and which are Assigned Contracts, the performance or termination of which would have a Material Adverse Effect on Seller (the "Material Seller Contracts").

  • To the extent applicable, the Material Seller Contracts identified on the Seller Disclosure Schedule are separately identified by the type of contract.

  • True and complete copies of each of the Assumed Contracts and Material Seller Contracts have been delivered or made available to Buyer.

  • Except as disclosed in Schedule 4.5 (such scheduled items being referred to in this Agreement as the “Required Contract Consents”), no approval, authorization, consent, permission, or waiver to or from, or notice, filing, or recording to or with, any Person is necessary (i) for the execution and delivery by the Seller of the Merger Documents to which it is a party or the consummation by the Seller of the Contemplated Transactions; or (ii) with respect to any Material Seller Contracts.


More Definitions of Material Seller Contracts

Material Seller Contracts means: (i) as of the date of this Agreement, all of the Seller Contracts (as defined below) under which either the Seller or any Seller Subsidiary (as defined below) paid $50,000 or more during the 12 month period ending February 28, 2002, or the Seller or any Seller Subsidiary received $50,000 or more during the 12 month period ending February 28, 2002; and (ii) as of the Closing Date, the Seller Contracts referred to in subsection (i) above and the Seller Contracts that the Seller reasonably determines shall result in the payment or receipt of more than $50,000 for the 12 month period following the Closing Date.
Sample 1
Material Seller Contracts means (x) each Seller Contract (I) providing for payments (present or future) to Seller in excess of $100,000 in the aggregate or (II) under which or in respect of which Seller presently has any liability or obligation of any nature whatsoever (absolute, contingent or otherwise) in excess of $100,000, that will not be satisfied at or prior to Closing (y) each Seller Contract that otherwise is or may be material to the businesses, operations, assets or condition (financial or otherwise) of Seller and (z) without limitation of subclause (x) or subclause (y), each of the following Seller Contracts:
Sample 1
Material Seller Contracts. Section 2.18(a) "Name Change Amendment" Section 5.1(a) "Nasdaq" Section 5.1(e) "NCF" Section 1.6(a) "NCF Disputed Matters" Section 1.6(a)(v) "NCF Dispute Notice" Section 1.6(a)(v) "NCF Review Period" Section 1.6(a)(iii) "NASD" Section 3.23 "Notice of Claim" Section 7.2(a) "OTC BB" Section 3.23 "Owned Real Property" Section 2.13(a) "Patents" Section 2.17 "Permitted Lien" Section 10.2(e) "Person" Section 10.2(c) "Personal Property" Section 2.13(b) "Plan/Plans" Section 2.10(a) "Proxy Statement" Section 5.1(a) "PTO" Section 5.1(a) "Purchase Price" Section 1.4 "Purchaser" Caption "Purchaser Closing Certificate" Section 6.2(a) "Purchaser Common Stock" Section 3.3(a) "Purchaser Contracts" Section 3.19(a) "Purchaser Convertible Securities" Section 3.3(b) "Purchaser Effective Time Liabilities" Section 5.24 "Purchaser Indemnitees" Section 7.1(a) "Purchaser Plan" Section 5.1(a) "Purchaser Preferred Stock" Section 3.3(a) "Purchaser Schedule" Article III Preamble "Purchaser SEC Reports" Section 3.7(a) "Purchaser Stockholder Approval" Section 5.1(a) "Purchaser Stock Options" Section 3.3(b) "Purchaser Warrants" Section 3.3(b) "Registered Intellectual Property" Section 2.18 "Required Consents" Section 1.10(a)(iv) "Returns" Section 2.14(c) "SEC" Section 3.7(a) "Securities Act" Section 2.4(b) "Seller" Caption "Seller Closing Certificate" Section 6.3(a) "Seller Common Stock" Section 1.5(a) "Seller Contract Consents" Section 5.22 "Seller Contracts" Section 2.18(a) 60
Sample 1
Material Seller Contracts means: means all of the Seller Contracts (as defined below) under which the Seller (i) paid $100,000 or more during the 12 month period ending December 31, 2003, or (ii) received $100,000 or more in Net Revenues during the 12 month period ending December 31, 2003, provided that in the case of clause (ii) the Seller has not received a deconversion notice under such Seller Contract.
Sample 1
Material Seller Contracts shall have the meaning set forth in Section “Maximum Uncovered Loss Amount” means five million dollars
Sample 1

Related to Material Seller Contracts

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

  • 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).

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

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

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

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

  • Seller Plans has the meaning set forth in Section 3.13(a).

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Assumed Contract has the meaning set forth in Section 2.1(b)(iv).

  • Purchased Contracts has the meaning set forth in Section 2.1.1(a).

  • Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).

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

  • Assigned Contract shall have the meaning set forth in Section 1.1(b).

  • Seller Affiliate means any Affiliate of Seller.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Related Contracts is defined in clause (c) of Section 2.1.

  • Scheduled Contracts has the meaning set forth in Section 4.16.

  • Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

  • Purchased Asset Documents means, with respect to a Purchased Asset, the documents comprising the Purchased Asset File for such Purchased Asset.

  • Company Contracts has the meaning set forth in Section 3.13(a).

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.

  • Seller has the meaning set forth in the Preamble.

  • Seller Plan means any Employee Benefit Plan that is maintained or sponsored by the Seller or any Subsidiaries of the Seller (other than the Companies and their Subsidiaries) for the benefit of any current or former NewCo Employee.

  • Target Companies means the Company and its Subsidiaries.

  • Service Contracts means contracts or agreements, such as maintenance, supply, service or utility contracts.