Material Transferred Contracts definition

Material Transferred Contracts means the written contracts set forth on Schedule 2.1.1(c) and identified therein as material.
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Material Transferred Contracts means (other than the Transferred IP Licenses and Collective Bargaining Agreements) each Transferred Contract:
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Material Transferred Contracts means (other than the Transferred IP Licenses and Collective Bargaining Agreements) each contract, agreement or commitment of Seller or any of its Affiliates in effect as of the date of this Agreement which is related primarily to the operation of the Business or the Transferred Assets, (i) that is reasonably expected to involve annual payments or other consideration to or by Seller or a Selling Affiliate in excess of $1,000,000 (excluding sales orders and purchase orders issued in the ordinary course of business); (ii) that is a joint venture, partnership or other similar agreement; (iii) which limits or purports to limit the ability of Seller or any Selling Affiliate (or, after the Principal Closing, Buyer and its Affiliates) to compete in any line of business or with any Person or in any geographic area or during any period of time (other than customary exclusive distribution agreements for the Products entered into in the ordinary course of business consistent with past practice); (iv) that contains any material indemnification rights or obligations, or credit support relating to such indemnification rights or obligations, other than any of such indemnification rights or obligations incurred in the ordinary course of business; (v) that grants a Lien (other than a Permitted Lien) on any material Transferred Asset (other than a Lien that will be released as of the Applicable Closing Date); (vi) with respect to any Transferred Real Property; (vii) that provides for the sale of any material Transferred Asset or the grant of any preferential rights to purchase any material Transferred Asset, in each case outside the ordinary course of business or for aggregate consideration under such Contract in excess of $250,000; (viii) under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of Seller or any Selling Affiliate or (B) Seller or any Selling Affiliate has guaranteed any liabilities or obligations of any other Person; (ix) that is a material contract that provides for the manufacture of Products (or any part thereof) or the supply of raw materials or other components used in the manufacture of Products (or any part thereof), in each case excluding any sales orders and purchase orders in the ordinary course of business, for Seller or any Selling Affiliate; (x) relating to Indebtedness in a principal outstanding amount in excess of $250,000; (xi) providing for capital expenditures with an outstanding amount in excess of $...
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Examples of Material Transferred Contracts in a sentence

  • All of the Material Transferred Contracts are listed in Section 6.12 of Schedule 6 and a true, correct and complete copy of each such Material Transferred Contract has been delivered to Buyer, to the extent available to the Seller.

  • Seller has provided Buyer with true and complete copies of the Material Transferred Contracts.

  • DOCSOC/1746928v1/100089-0001 [***] Schedule 7.19 Material Transferred Contracts [***] [***]: CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

  • All of the Material Transferred Contracts are in full force and effect.


More Definitions of Material Transferred Contracts

Material Transferred Contracts shall have the meaning set forth in Section 3.15.
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Material Transferred Contracts means (other than the Transferred IP Licenses and Collective Bargaining Agreements) each contract, agreement or commitment of Seller or any of its Affiliates in effect as of the date of this Agreement which is related primarily to the operation of the Business or the Transferred Assets, (i) that is reasonably expected to involve annual payments or other consideration to or by Seller or a Selling Affiliate in excess of
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Material Transferred Contracts means (other than the Transferred IP Licenses and Collective Bargaining Agreements) each contract, agreement or commitment of Seller or any of its Affiliates in effect as of the date of this Agreement which is related exclusively to the operation of the Business, (i) the performance of which is reasonably expected to involve annual payments on the part of Seller or a Selling Affiliate in excess of $100,000 and is not terminable by Seller or any Selling Affiliate on 90 days notice or less without premium or penalty (excluding sales orders and purchase orders issued in the ordinary course of business); (ii) with respect to a joint venture, partnership or other similar agreement; (iii) which limits or purports to limit the ability of Seller or any Selling Affiliate to compete in any line of business or with any Person or in any geographic area or during any period of time; (iv) that grants a Lien (other than a Permitted Lien) on any material Transferred Asset (other than a Lien that will be released as of a Closing); (v) that provides for the sale of any material Transferred Asset or the grant of any preferential rights to purchase any material Transferred Asset, in each case outside the ordinary course of business; or (vi) under which (A) any Person has directly or indirectly guaranteed any liabilities or obligations of Seller or any Selling Affiliate or (B) Seller or any Selling Affiliate has guaranteed any liabilities or obligations of any other Person.
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Material Transferred Contracts means (other than the Transferred IP Licenses, the Transferred Real Property Leases and Collective Bargaining Agreements) each
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Related to Material Transferred Contracts

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Assigned Contracts has the meaning set forth in Section 2.01(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 Contract has the meaning set forth in Section 1.5(a).

  • Shared Contracts means contracts pursuant to which a non-affiliated third party provides material services, Intellectual Property, Software or benefits to Seller or one or more of its Affiliates (including the Acquired Companies) in respect of both the Business and any other business of Seller and its Affiliates (other than the Acquired Companies).

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

  • Seller Contracts means all Contracts (i) relating to the Business under which Seller has or may acquire any rights or benefits, (ii) relating to the Business under which Seller has or may become subject to any obligation or Liability or (iii) by which any of the Purchased Assets or Assumed Liabilities is or may become bound.

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

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

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

  • Retained Contracts means all contracts, agreements, leases, software licenses, rights, obligations or other commitments of the Company that (a) arise out of or are related exclusively to any business or operation of the Company other than the Business, or (b) arise out of or are related in any way to the Business and which, in the case of both clauses (a) and (b) herein, are not Transferred Contracts.

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

  • Executory Contracts means executory contracts and unexpired leases as such terms are used in 11 U.S.C. § 365, including all operating leases, capital leases, and contracts to which the Debtor is a party or beneficiary on the Confirmation Date.

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

  • 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);

  • Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).

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

  • New Contracts means binding new agreements or amendments to existing agreements with customers.

  • Covered contract means a DoD prime contract for an amount exceeding the simplified acquisition threshold, except for a fixed-price contract without cost incentives. The term also includes a subcontract for an amount exceeding the simplified acquisition threshold, except for a fixed-price subcontract without cost incentives under such a prime contract.

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

  • Assumed Leases has the meaning set forth in Section 2.6(b).

  • 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.

  • Company Material Contracts has the meaning set forth in Section 3.18(a).

  • Project Contracts means collectively this Agreement, the Land Lease Agreement, the Construction Contract, O&M Contracts (if any) and any other material contract (other than the Financing Documents) entered into or may hereafter be entered into by the Concessionaire in connection with the Project;

  • Shared Contract shall have the meaning set forth in Section 2.8(a).