Retained Franchises definition

Retained Franchises. As defined in Section 9.06.
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Retained Franchises means Franchises intended to be acquired in ------------------- connection with the Cablevision Acquisition but which have not yet been acquired for one of the reasons specified in Section 7.07 of the Cablevision Acquisition Agreement and, accordingly, are to be managed by the Borrower pending resolution of the matters preventing such acquisition as contemplated by Section 9.06 of the Cablevision Acquisition Agreement.
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Retained Franchises has the meaning ascribed thereto in the recitals to this Agreement.
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Examples of Retained Franchises in a sentence

  • Any director may resign at any time upon notice given in writing or by electronic transmission to the Chairperson of the Board, Chief Executive Officer or Secretary of the Corporation, such resignation to specify whether it will be effective at a particular time, upon receipt or at the pleasure of the Board.

  • The number of Equivalent Basic Subscribers served by the Systems (including those served under Retained Franchises) is not less than 85% of the Subscriber Threshold.

  • At each such Subsequent Transfer, shares of Common Stock representing a portion of the Deferred Equity Consideration equal to the proportion of the Basic Subscribers on the Closing Date in the Retained Franchises being transferred on such date as to all Basic Subscribers on the Closing Date in Retained Franchises shall be issued to Holdings and registered in the name of Holdings or its nominees.

  • The basis for U.S. federal and state income tax purposes of the Acquired Assets is, and at the Closing will be, not less than $7,000,000, less the basis for such purposes of any Retained Franchises.

  • Holdings and Michigan shall have performed in all material respects their respective covenants and agreements under this Agreement (including, without limitation, its covenants in Article 5) to the extent such are required to be performed at or prior to the Closing and are material to the CATV Business (excluding any Retained Franchises) as a whole.

  • At the Closing, the parties hereto shall execute and deliver all instruments and documents as shall be necessary in the reasonable opinion of counsel for the respective parties to consummate the transactions contemplated herein (other than the transfer of the Retained Franchises and the issuance of the related portion of the Equity Consideration).

  • As of the Closing Date, the number of Equivalent Basic Subscribers served by Retained Franchises shall not exceed 10% of the Subscriber Threshold; provided that Buyer may at any time designate any Franchise as a non-Retained Franchise, in which event such non-Retained Franchise shall be transferred to Buyer at the Closing in accordance with the provisions of this Agreement and shall not be subject to any provisions relating to Retained Franchises.

  • The Operating Agreements will contain mutually acceptable terms regarding the post-Closing exchange or transfer (each, a "Subsequent Transfer") of the Retained Franchises after the receipt or failure to receive the required consents applicable to such Retained Franchises.

  • The Retained Franchise Management Agreement shall provide that the Partnership will bear all expenses relating to the Retained Franchises and the operation thereof (including any expenses related to defending any challenges raised with respect to a Retained Franchise or the transactions described in this Section as applied to such Retained Franchise) and will receive the net cash flow from the Retained Franchises as its management fee.

  • In the event that the investigator becomes aware of a serious adverse event that occurred after the patient completes or discontinues from the study, and the serious adverse event is suspected to be related to investigational product, it must be reported to the sponsor’s safety reporting group.

Related to Retained Franchises

  • Licenses means all licenses, permits, certificates of authority, authorizations, approvals, registrations, franchises and similar consents granted or issued by any Governmental or Regulatory Authority.

  • Permits and Licenses means any approval, consent, license, permit, waiver, exception, variance or other authorization issued, granted, given, or otherwise made available by or under the authority of a government or governmental agency or under any applicable law, regulation, rule or order.

  • Retained Contracts shall have the meaning set forth in Section 1.2(i).

  • Liquor Licenses shall have the meaning set forth in Section 8.10.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Business Licenses has the meaning ascribed to it in Section 1.01(a)(x).

  • Pre-Existing Intellectual Property means intellectual property developed prior to or outside the scope of this Contract, and any derivatives of that intellectual property.

  • Pre-Existing Intellectual Property Rights means any Intellectual Property Rights vested in or licensed to the Client or the Contractor prior to or independently of the performance by the Client of the Contractor of their obligations under this Contract.

  • Company IP Licenses (other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of less than $5,000 per year (collectively, “Off-the-Shelf Software Agreements”), which are not required to be listed, although such licenses are “Company IP Licenses” as that term is used herein), under which a Target Company is a licensee or otherwise is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed or used and (B) any royalties, license fees or other compensation due from a Target Company, if any. Each Target Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed or held for use by such Target Company, and previously used or licensed by such Target Company, except for the Intellectual Property that is the subject of the Company IP Licenses. For each Patent and Patent application in the Company Registered IP, the Target Companies have obtained valid assignments of inventions from each inventor. Except as set forth on Schedule 4.13(a)(iii), all Company Registered IP is owned exclusively by the applicable Target Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party with respect to such Company Registered IP.

  • FCC Licenses means broadcasting and other licenses, authorizations, waivers and permits which are issued from time to time by the FCC.

  • Franchise Agreements means (a) the Franchise Agreements set forth on Part IV of Schedule 4.01(p) hereto, and (b) any Franchise Agreement in respect of a Borrowing Base Asset entered into after the Closing Date in compliance with Section 5.01(r).

  • Franchise means a written contract or agreement between two or more persons whereby one

  • Business Permits means any approvals, permits, filings, registrations, etc which the Company is required to have for legally and validly operating all its businesses, including without limitation, Business License of Corporate Legal Person, Operation Permit of Value-added Telecommunication Service and such other relevant permits and licenses as required by the then-effective PRC Law.

  • 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.

  • Intellectual Property Matters Agreement shall have the meaning set forth in the Separation and Distribution Agreement.

  • Retained Businesses means all businesses, operations and activities directly or indirectly conducted or formerly conducted by the Seller Group other than the Business (including all businesses, operations and activities related to any dealerships sold or disposed of prior to the date hereof).

  • Licenses and Permits means, collectively, all of Seller’s right, title and interest, to the extent assignable, in and to licenses, permits, certificates of occupancy, approvals, dedications, subdivision maps and entitlements now or hereafter issued, approved or granted by the Authorities in connection with the Real Property and the Improvements, together with all renewals and modifications thereof.

  • Intellectual Property Agreements means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to any Intellectual Property that is used or held for use in the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

  • Company License Agreements means any license agreements granting any right to use or practice any rights under any Intellectual Property (except for such agreements for off-the-shelf products that are generally available for less than $25,000), and any written settlements relating to any Intellectual Property, to which the Company is a party or otherwise bound; and the term “Software” means any and all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code.

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

  • Retained Names and Marks has the meaning specified in Section 5.07.

  • Liquor License means any license, permit, registration, qualification or other approval required to sell, dispense or distribute alcoholic beverages under the Liquor Laws.

  • Business Intellectual Property means the Owned Intellectual Property and the Licensed Intellectual Property.

  • Transferred Intellectual Property Rights means (a) the Transferred Patents, (b) the Transferred Copyrights, (c) the Transferred Internet Properties, (d) the Transferred Industrial Designs, (e) The Transferred Database Rights,(f) the Transferred Mask Work Rights, (g) the Transferred Trade Secrets, and (h) the Transferred Trademarks.

  • Company Intellectual Property Agreements means any Contract governing any Company Intellectual Property to which the Company or any Subsidiary is a party or bound by, except for Contracts for Third-Party Intellectual Property that is generally, commercially available software and (A) is not material to the Company or any Subsidiary, (B) has not been modified or customized for the Company or any Subsidiary and (C) is licensed for an annual fee under $5,000.