Target Material Contracts definition

Target Material Contracts means any of the following written agreements, contracts or arrangements, legally binding, or which may be claimed by a third party which is or may be, a party to such agreement, contract or arrangement, to be legally binding upon any Target Entity, whether or not in the ordinary course of business, as follows (i) written agreements, contracts or arrangements, with any Target Member or Affiliate of a Target Member and (ii) any written agreements, contracts or arrangements, for the payment of money or any obligation or rights enforceable against any Target Entity which may equal or exceed the sum of $60,000 and (iii) Target Leases.
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Target Material Contracts means the Target Properties Leases, the Office Assumed Loan Documents, the Short Term Loan Documents, the Scheduled Contracts and the documents evidencing or securing the Existing Indebtedness (it being recognized that the documents evidencing or securing the Existing Office Indebtedness shall be terminated in conjunction with the repayment thereof with the proceeds of the Short Term Loan).
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Target Material Contracts means the burden and benefit of and the right, title and interest of Target in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which Target is entitled in connection with the Target Business whereunder Target is obligated to pay or entitled to receive the sum of $10,000 or more including, without limitation, any pension plans, profit sharing plans, bonus plans, loan agreements, security agreements, indemnities and guarantees, any agreements with employees, lessees, licensees, managers, accountants, suppliers, agents, distributors, officers, directors, attorneys or others which cannot be terminated without liability on not more than one month's notice;
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Examples of Target Material Contracts in a sentence

  • The Target has made available to Parent correct and complete copies of all Target Material Contracts.

  • To the Knowledge of Target, the cancellation of any such Target Material Contracts at any time by the other Person would not have a Target Material Adverse Effect.

  • The Target has made available to Acquirer correct and complete copies of all Target Material Contracts, including any amendments thereto.

  • Section 3.15(b) of the Target Disclosure Letter sets forth a true and complete list as of the date hereof of all Target Material Contracts.

  • The nature, scope and dollar amounts of the insurance coverage provided by said policies comply with all insurance coverage requirements of the Target Material Contracts.

  • Except in the ordinary course of business consistent with past practice or as otherwise permitted under this Section 5.01 and except as disclosed in the Target Disclosure Letter, enter into or terminate any Target Material Contract or amend or modify in any material respect any of its existing Target Material Contracts.

  • Target has made available to Acquiror true and accurate copies of all Target Material Contracts.

  • Target Material Contracts are valid and binding and are in full force and effect and enforceable in accordance with their respective terms (assuming the other parties thereto are bound, as to which Target has no basis to believe otherwise), subject to the Enforceability Exceptions.

  • The Target Public Disclosure Record discloses all Target Material Contracts to which Target or any of its material subsidiaries is a party and that are currently in force.

  • The contracts listed in this Section 3.10 of the Target Disclosure Schedule are referred to collectively as the "Target Material Contracts".


More Definitions of Target Material Contracts

Target Material Contracts has the meaning set forth in Section 3.11.
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Target Material Contracts means any Contract: (i) that, if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect on Target; (ii) under which Target or any of its subsidiaries has directly or indirectly guaranteed any liabilities or obligations of a third party (other than ordinary course endorsements for collection) in excess of $500,000 in the aggregate; (iii) relating to indebtedness for borrowed money, whether incurred, assumed, guaranteed or secured by any asset, with an outstanding principal amount in excess of $500,000; (iv) providing for the establishment, organization or formation of any joint ventures; (v) under which Target or any of its subsidiaries is obligated to make or expects to receive payments in excess of $500,000 over the remaining term of the contract; (vi) that limits or restricts Target or any of its subsidiaries from engaging in any line of business or any geographic area in any material respect; (vii) which provides for change of control, severance, retention or related payments or benefits to directors, officers or employees of Target or any subsidiary of Target; (viii) that relates to a Target Benefit Plan; or (ix) that is otherwise material to Target and its subsidiaries, considered as a whole; and, for greater certainty;
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Related to Target Material Contracts

  • Parent Material Contract shall have the meaning set forth in Section 4.16(a).

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

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

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

  • Acquired Contracts has the meaning given in Section 2.1(a).

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Assumed Contract has the meaning set forth in Section 2.1(b)(iv).

  • IP Contracts means all Contracts pursuant to which a party hereto or any of its Affiliates grants or obtains any rights to use Intellectual Property (other than Contracts in which such Intellectual Property is incidental to such Contracts).

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Existing Contracts means the existing licenses and contracts given by the Railway Administration / Authority, in relation to commercial establishments, as existing on Station Development Land, as on the date of the Agreement, and as further set out in the Schedules, which shall, for avoidance of doubt, exclude any licenses and/ or contracts in relation to any Excluded Activities and/or Railway Operational Activities;

  • Material Consents as defined in Section 7.3.

  • IP Licenses means all the contracts, licenses and agreements to which the Company is a party with respect to any Intellectual Property or Intellectual Property Rights licensed to or by, or created for or by, the Company.

  • Intellectual Property Contracts means all agreements concerning Intellectual Property, including without limitation license agreements, technology consulting agreements, confidentiality agreements, co-existence agreements, consent agreements and non-assertion agreements.

  • 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;

  • 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.

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

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

  • Intellectual Property Licenses means (i) any grant by the Company to another Person of any right, permission, consent or non-assertion relating to or under any of the Purchased Intellectual Property and (ii) any grant by another Person to the Company of any right, permission, consent or non-assertion relating to or under any third Person’s Intellectual Property.

  • Intellectual Property License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • Seller Intellectual Property means (a) all Intellectual Property Rights owned or licensed to Seller or its Affiliates prior to the Effective Date; (b) all Intellectual Property Rights in the Seller Parts, the Specifications, and the Base Vehicle; and (c) all other Intellectual Property Rights designed, developed, or otherwise created by Seller or its Affiliates after the Effective Date without reference to Buyer Intellectual Property excluding, in each case, any of the foregoing which are Buyer Intellectual Property.

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

  • Assigned Contract shall have the meaning set forth in Section 1.1(b).

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

  • Initial Contracts means those Contracts conveyed to the Trust on the Closing Date.

  • Material Intellectual Property means any intellectual property owned by any Loan Party that is, in the good faith determination of the Borrower, material to the operation of the business of the Borrower and its Restricted Subsidiaries, taken as a whole.