Transferred Material Contracts definition

Transferred Material Contracts shall have the meaning set forth in Section 4.6(a).
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Transferred Material Contracts means all Material Contracts other than the Business IP Agreements. “Transferred Owned Intellectual Property” means, with respect to a Party (or a Relevant Group), all Owned Intellectual Property primarily used in the conduct or operation of its Business as presently conducted and operated, including the Transferred Patents, the Transferred Patents Subject to Reversion, the Transferred Owned Software and the Transferred Trademarks. “Transferred Owned Software” means, with respect to a Party (or a Relevant Group), the Owned Software that is used primarily in the conduct or operation of its Business as presently conducted and operated. “Transferred Patents” means, with respect to a Party (or a Relevant Group), those Patents owned or held, directly or indirectly, by it or its Affiliates that are primarily used in the conduct or operation of its Business as presently conducted and operated. “Transferred Patents Subject to Reversion” means, with respect to a Party (or a Relevant Group), those Patents owned or held, directly or indirectly, by it or its Affiliates that are primarily used in the conduct or operation of its Business as presently conducted and operated and are subject to reversionary rights of the inventor(s). “Transferred Subsidiaries” means, (a) with respect to the Seller Group, (i) Texas Seismic Rentals, Inc., (ii) ASR, (iii) ION Exploration Holdings S.a x.x., (iv) ARAM Systems Corporation, (v) ARAM Systems Inc., (vi) ARAM Systems Middle East, (vii) ARC and (viii) CIS Subsidiary; and (b) with respect to the Purchaser Group, Purchaser Holdco. “Transferred Trademarks” means, with respect to a Party (or a Relevant Group), those Trademarks owned or held, directly or indirectly, by it or its Affiliates that are used primarily in the conduct or operation of its Business as presently conducted and operated. “Transferred Warranting Party U.S. Plan” has the meaning set forth in Section 3.18(a)(ii). “U.S.” means United States of America. “U.S. Business Employee” means any current U.S. employee of the Warranting Group engaged primarily in providing services to the Business of the applicable Warranting Party Group. “US GAAP” means generally accepted accounting principles in the U.S. “US$” means U.S. dollar, the lawful currency of the U.S. “Warrant” means the warrant issued by the Seller to the Purchaser on October 27, 2009 in connection with the provision of the Revolving Loan by the New Lender. 15
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Transferred Material Contracts means all Transferred Contracts that are Material Contracts.
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Examples of Transferred Material Contracts in a sentence

  • Seller Parent, the Other Sellers, Seller or the Purchased Seller Subsidiaries, as applicable, have made available to Purchaser or its counsel true and correct copies of all Transferred Material Contracts as in effect on the date hereof.

  • Each Seller Party party thereto has performed all material obligations required to be performed by it under the Transferred Material Contracts, and it is not (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder and, to the knowledge of Seller, no other party to any Transferred Material Contract is (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder.

  • Not less than three (3) Business Days prior to the Closing, Seller shall deliver a supplement to the Disclosure Letter, which supplement shall identify the Consents with respect to the Transferred Material Contracts or the Subleased Real Property that to Seller’s knowledge have not been obtained and are subject to the provisions of Sections 2.4, 2.5 and 2.6 hereof; provided, that such supplement will have no effect on any representation or warranty or the exceptions thereto.

  • Glycaemic control (GC) in the critically ill is a contentious issue.

  • Each of the Transferred Material Contracts is valid, binding and enforceable on Seller, the Seller Entities or any of the Transferred Subsidiaries, as the case may be, and, to the Knowledge of Seller, each other party thereto, and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect as are not and would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole.

  • Seller has made available to Purchaser or its counsel true, complete and correct copies of all Transferred Material Contracts as in effect on the date hereof.

  • Seller has made available to Purchaser or its counsel true, complete and correct copies of all Transferred Material Contracts (and true, correct and complete copies of all Business Intellectual Property Licenses that are not material to the Business but of which the Seller has knowledge) as in effect on the date hereof.


More Definitions of Transferred Material Contracts

Transferred Material Contracts means all Material Contracts other than the Business IP Agreements.
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Related to Transferred Material Contracts

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

  • 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).

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

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

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

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

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

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

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

  • Customer Contracts has the meaning set forth in Section 2.1(b)(ii)(A).

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

  • 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).

  • 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;

  • 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.

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

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

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

  • Third Party Contracts means any agreements entered into by the Retailer and/or the Customer with any third parties, such as the Transmission Licensee and the MSSL, to enable the Retailer to retail electricity to Contestable Consumers. For the purposes of this Electricity Agreement, Third Party Contracts shall include, but is not limited to, the Retailer Use of Systems Agreement, the Market Support Services Agreement, and the Power System Operator•Market Participant Agreement (as defined under the Market Rules);

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

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

  • Scheduled Contracts has the meaning set forth in Section 4.16.

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

  • 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.

  • Transferred Permits has the meaning set forth in Section 1.1(b).

  • 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”).