Parent Material Agreement definition

Parent Material Agreement has the meaning set forth in Section 6.12.
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Parent Material Agreement means (i) a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC), (ii) a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture, contract, lease, license or other binding commitment (other than those between Parent and its Subsidiaries) relating to indebtedness (for the avoidance of doubt, including sale and leaseback transactions) or other binding obligation to make payment with respect to indebtedness in an amount in excess of $100,000 individually, and with respect to binding obligations other than with respect to indebtedness, in an amount in excess of $50,000 individually on an annual basis with a term of greater than five years, (iii) a contract which purports to materially limit the right of Parent or any of its Subsidiaries to engage or compete in any line of business or to compete with any person or operate in any location, (iv) a contract that creates a partnership or Joint Venture or similar arrangement with respect to any significant portion of the business of Parent or its Subsidiaries taken as a whole, or (v) a settlement or similar agreement with any Governmental Entity or order or consent of a Governmental Entity to which Parent or any of its Subsidiaries is subject involving future performance by Parent or any of its Subsidiaries which is material to Parent and any of its Subsidiaries taken as a whole.
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Examples of Parent Material Agreement in a sentence

  • To the knowledge of Parent, no other party to any Parent Material Agreement is in material breach of the terms, provisions or conditions of such Parent Material Agreement.

  • Parent has no knowledge of any breach or anticipated breach by the other party to any Parent Material Agreement.

  • Parent and to Parent’s knowledge, each other party thereto, has in all material respects performed all the obligations required to be performed by them to date (or such non performing party has received a valid, enforceable and irrevocable written waiver with respect to its non performance), has received no notice of default and are not in default (with due notice or lapse of time or both) under any Parent Material Agreement.

  • No Parent Related Person has, directly or indirectly, any financial interest in any Parent Material Agreement (other than such contracts as relate to any such person’s ownership of capital stock or other securities of Parent or employment by Parent).

  • Schedule 4.16 of Parent Disclosure Schedule lists each Parent Material Agreement which requires Parent to obtain the consent of a third party as a result of the consummation of the Transactions in order to maintain the rights of Parent under such agreements (all such consents being referred to herein as the "Parent Required Consents").

  • No member of the Parent Group has received or given any notice of an intention to terminate, not renew or challenge the validity or enforceability of any Parent Material Agreement.

  • No other party to any of the Parent Material Agreements (A) is, to the knowledge of Parent, in default in the performance of any covenant or obligation to be performed by it pursuant to any such Parent Material Agreement or (B) has given notice that it intends to terminate, or alter in any way adverse to Parent, its performance under such Parent Material Agreement.

  • No member of the Parent Group has violated or breached, or committed any default under, any Parent Material Agreement, and, to the Knowledge of Parent, no other Person has violated or breached, or committed any default under, any Parent Material Agreement.

  • Except as set forth on SCHEDULE 4.14 hereto, Parent has in all material respects performed all the obligations required to be performed by Parent to date under the Parent Material Agreements, has received no notice of default and, to the best of Parent's knowledge, is not in default under any Parent Material Agreement now in effect, the result of which could cause a Material Adverse Effect.

  • Parent has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Parent Material Agreement.