Non-Transferable Contract definition

Non-Transferable Contract shall have the meaning set forth in Section 7(a) of this Agreement.
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Non-Transferable Contract has the meaning given to it in Clause 8.2; Counterparty has the meaning given to it in Clause 8.2; Date of the Accounts has the meaning given to it in Paragraph (D) of the recitals to the Contribution Agreement;
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Non-Transferable Contract has the meaning set forth in Section 4.3(d).
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Examples of Non-Transferable Contract in a sentence

  • The Parties shall use commercially reasonable efforts to obtain any required consent, authorization or approval and following Licensor’s receipt of such consent, authorization or approval, Licensor shall promptly assign and transfer to Licensee the Non-Transferable Contract, provided that neither party shall be required to pay any amount or incur any cost or expense to obtain such consent.

  • If Buyer has agreed to purchase the Subject Assets notwithstanding the failure to obtain any consent, approval, or waiver with respect to a Non-Transferable Contract, after the Closing Seller, at its expense, will use commercially reasonable efforts to obtain all consents, approvals, and waivers necessary to Transfer any Non-Transferable Contract listed on Schedule 3.12(a) or Schedule 3.12(b).

  • To the extent an Alternative Arrangement reasonably acceptable to TransFirst cannot be reached with respect to any Non-Transferable Contract, Transferor shall refund to TransFirst a portion of the Purchase Price proportionate to the value of the Non-Transferable Contract, as reasonably determined by Transferor and TransFirst.

  • Upon obtaining all consents, approvals, and waivers necessary to Transfer any Non-Transferable Contract, such Non-Transferable Contract will, without further action, be deemed to be Transferred to be Transferred to Buyer.

  • If any provision hereof shall, for any reason, be held by a court to be excessively broad as to duration, geographical scope, activity, or subject matter, it shall be construed by limiting and reducing it to make it enforceable to the extent compatible with applicable law as then in effect.

  • In the event that any of the Sellers is unable to obtain the necessary consents set forth on Schedule 3.27 hereto prior to Closing, such contract shall be deemed to be a Non-Transferable Contract and each of the Sellers agrees to use its reasonable best efforts subsequent to Closing to obtain such consents.

  • As Seller endeavors to fulfill its obligations under this Section 1.8, Buyer agrees to cooperate with Seller, including by providing business and financial information requested by a party to any such Non-Transferable Contract.


More Definitions of Non-Transferable Contract

Non-Transferable Contract shall have the meaning set forth in Section 7(a) of the Merchant Portfolio Purchase Agreement. "Payment Processing Services" shall have the meaning set forth in the Recitals to this Agreement. "Referred Merchants" means merchants, other than Existing Merchants and TransFirst Sourced Merchants, that: Are existing customers of Financial Institution or its affiliates or are generated through a branch referral at one of Financial Institution’s (or its affiliates’) branch locations; Are referred by Financial Institution or its affiliates to TransFirst for Payment Processing Services, either (A) on the initial list of Financial Institution’s commercial customers provided to TransFirst pursuant to Section 3(e)(iii), or (B) through the Lead Management System; Do not at the time of referral already receive Payment Processing Services from TransFirst, whether through a direct or indirect relationship with TransFirst; Enter into Merchant Agreements with TransFirst; and Begin processing Card transactions with TransFirst.
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Related to Non-Transferable Contract

  • RMB Non-Transferability means the occurrence of any event that makes it impossible for the Issuer to deliver RMB between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong (including where the RMB clearing and settlement system for participating banks in Hong Kong is disrupted or suspended), other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date of the first Tranche of the relevant Series and it is impossible for the Issuer due to an event beyond its control, to comply with such law, rule or regulation);

  • Non-transferability means the occurrence of any event that makes it impossible for the Issuer to deliver Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation).

  • transferable paper means a ballot paper on which, following a first preference, a second or subsequent preference is recorded in consecutive numerical order for a continuing candidate,

  • transferable securities means those classes of securities which are negotiable on the capital market, with the exception of instruments of payment, such as:

  • Transferable interest means the right, as originally associated with a person’s capacity as a member, to receive distributions from a limited liability company in accordance with the operating agreement, whether or not the person remains a member or continues to own any part of the right.

  • Transferable Permits means those Permits and Environmental Permits identified in Schedule 1.1(173), which may be transferred to Buyer without a filing with, notice to, consent or approval of any Governmental Authority.

  • Non-Transfer Event means any event or other changes in circumstances other than a purported Transfer, including, without limitation, any change in the value of any Shares.

  • transferable vote means a ballot document on which, following a first preference, a second or subsequent preference is recorded in consecutive numerical order for a continuing candidate,

  • Eligible Contract means a currently effective written contract between Bank and a Subcustodian satisfying the requirements of paragraph (c)(2) of Rule 17f-5 (including any amendments thereto or successor provisions).

  • Applicable Contract any Contract (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound.

  • Permitted Lock-Up Agreement means an agreement between a Person and one or more holders of Voting Shares pursuant to which such holders (each a “Locked-Up Person”) agree to deposit or tender Voting Shares to a Take-Over Bid (the “Lock-Up Bid”) made or to be made by such Person or any of such Person’s Affiliates or Associates or any other Person with which such Person is acting jointly or in concert, provided that:

  • Conditionally Transferable Obligation means a Valuation Obligation that is either Transferable, in the case of Bonds, or capable of being assigned or novated to all Modified Eligible Transferees without the consent of any person being required, in the case of any Valuation Obligation other than Bonds, in each case, as of the Valuation Date, provided, however, that a Valuation Obligation other than Bonds will be a Conditionally Transferable Obligation notwithstanding that consent of the Reference Entity or the guarantor, if any, of a Valuation Obligation other than Bonds (or the consent of the relevant obligor if the Reference Entity is guaranteeing such Valuation Obligation) or any agent is required for such novation, assignment or transfer so long as the terms of such Valuation Obligation provide that such consent may not be unreasonably withheld or delayed. Any requirement that notification of novation, assignment or transfer of a Valuation Obligation be provided to a trustee, fiscal agent, administrative agent, clearing agent or paying agent for a Valuation Obligation shall not be considered to be a requirement for consent for purposes of Section 3.32(b).

  • Fully Transferable Obligation means a Valuation Obligation that is either Transferable, in the case of Bonds, or capable of being assigned or novated to all Eligible Transferees without the consent of any person being required, in the case of any Valuation Obligation other than Bonds, in each case, as of the Valuation Date. Any requirement that notification of novation, assignment or transfer of a Valuation Obligation be provided to a trustee, fiscal agent, administrative agent, clearing agent or paying agent for a Valuation Obligation shall not be considered to be a requirement for consent for purposes of Section 3.31.

  • Sale Contract means a contract providing for the sale of one or more projects to one or more contracting parties and includes a contract providing for payment of the purchase price in one or more installments. If the sale contract permits title to the project to pass to the other contracting party or parties prior to payment in full of the entire purchase price, it shall also provide for the other contracting party or parties to deliver to the municipality or to the trustee under the indenture pursuant to which the bonds were issued one or more notes, debentures, bonds or other secured or unsecured debt obligations of such contractingparty or parties providing for timely payments, including without limitation, interest thereon for the balance of the purchase price at or prior to the passage of such title.

  • Existing Transfer Restrictions means Transfer Restrictions existing with respect to any securities by virtue of the fact that Counterparty may be an “affiliate” of the Issuer (as such term is defined in Rule 144 under the Securities Act).

  • Transferable development right means a right to develop and use land that

  • Transfer Restricted Securities means securities that bear or are required to bear the legend set forth in Section 2.06 hereof.

  • Transfer-Restricted Security means any Security that constitutes a “restricted security” (as defined in Rule 144); provided, however, that such Security will cease to be a Transfer-Restricted Security upon the earliest to occur of the following events:

  • Acceptable Confidentiality Agreement means a confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreements; provided, that such agreement and any related agreements shall not include any provision calling for any exclusive right to negotiate with such party or having the effect of prohibiting the Company from satisfying its obligations under this Agreement.

  • Notice of Award of Contract / „Letter of Award‟ shall mean the official notice issued by the Owner notifying the Contractor that his bid has been accepted.

  • Company Contract means any Contract: (a) to which the Company is a party; (b) by which the Company or any of its assets is or may become bound or under which the Company has, or may become subject to, any obligation; or (c) under which the Company has or may acquire any right or interest.

  • Eligible Ground Lease means a ground lease containing terms and conditions customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease, and shall include the following: (a) a remaining term (exclusive of any unexercised extension options) of 30 years or more from the date the applicable Property first becomes an Eligible Property; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including ability to sublease; and (e) clearly determinable rental payment terms which in no event contain profit participation rights.

  • Transferable means an obligation that is transferable to institutional investors without any contractual, statutory or regulatory restriction, provided that none of the following shall be considered contractual, statutory or regulatory restrictions:

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

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

  • Termination Delivery Unit means (a) in the case of a Termination Event, an Event of Default or an Extraordinary Event (other than an Insolvency, Nationalization, Merger Event or Tender Offer), one Share or (b) in the case of an Insolvency, Nationalization, Merger Event or Tender Offer, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any requirement to pay cash or other consideration in lieu of fractional amounts of any securities) in such Insolvency, Nationalization, Merger Event or Tender Offer. If a Termination Delivery Unit consists of property other than cash or New Shares and Counterparty provides irrevocable written notice to the Calculation Agent on or prior to the Closing Date that it elects to deliver cash, New Shares or a combination thereof (in such proportion as Counterparty designates) in lieu of such other property, the Calculation Agent shall replace such property with cash, New Shares or a combination thereof as components of a Termination Delivery Unit in such amounts, as determined by the Calculation Agent in its discretion by commercially reasonable means, as shall have a value equal to the value of the property so replaced. If such Insolvency, Nationalization, Merger Event or Tender Offer involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash.