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. Agreement and Plan of Merger
Sample 1

Examples of Parent Material Agreement in a sentence

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

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

  • 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.

  • Each Parent Material Agreement will continue to be legal, valid, binding, enforceable, and in full force and effect on substantially identical terms immediately following the consummation of the transactions contemplated hereby or by any Transaction Document.

  • Neither it, nor AUSA practices, nor other communications create an employment contract or term.

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

  • No member of the Parent Group has received or given any notice or claim of any breach or violation of, or default under, any 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.

Related to Parent Material Agreement

  • 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;

  • Company Material Contract has the meaning set forth in Section 3.15(a).

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

  • 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.

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

  • IP License Agreement shall have the meaning set forth in Section 5.3(b).

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

  • IP Agreement is that certain Intellectual Property Security Agreement executed and delivered by Borrower to Bank dated as of the Effective Date.

  • Company IP Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to xxx, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Company is a party, beneficiary or otherwise bound.

  • Affiliate Agreement has the meaning set forth in Section 3.21.

  • Intercompany License Agreement means any cost sharing agreement, commission or royalty agreement, license or sub-license agreement, distribution agreement, services agreement, Intellectual Property rights transfer agreement or any related agreements, in each case where all the parties to such agreement are one or more of the Borrower and any Restricted Subsidiary thereof.

  • Material Intellectual Property means Intellectual Property owned by or licensed to a Grantor and material to the conduct of any Grantor’s business.

  • Company Ancillary Agreements means, collectively, each certificate to be delivered on behalf of the Company by an officer or officers of the Company at the Closing pursuant to Article VII and each agreement or document (other than this Agreement) that the Company is to enter into as a party thereto pursuant to this Agreement.