Undisclosed Contract definition

Undisclosed Contract shall have the meaning set forth in Section 2.4(b) hereof.
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Undisclosed Contract has the meaning set forth in Section 1.2(b).
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Undisclosed Contract has the meaning given to such term in Section 2.1 of this Agreement.
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Examples of Undisclosed Contract in a sentence

  • In addition, SCHEDULE 7.09 shall be deemed to be updated if necessary to include as a Required Notice or a Required Consent hereunder any notice or consent required in connection with the assignment of such Undisclosed Contract.

  • Prior to the execution of such instrument of transfer, Sellers shall give any advance notice required to assign such Undisclosed Contract.

  • If an Undisclosed Contract is discovered after the Cure Notice Deadline, within five (5) Business Days after discovery, Debtors will file with the Bankruptcy Court, and serve, a Cure Notice, in form and substance reasonably satisfactory to Plan Investor and Debtors, to the non-debtor counterparty to the Undisclosed Contract, and use commercially reasonable efforts to have any objections to such supplemental Cure Notice heard at the Confirmation Hearing (or as soon as practicable thereafter).

  • If, at any time prior to the Closing Date, any Party becomes aware that any Debtor is a party to any Executory Contract that is not listed on the Original Contract Schedule (each, an “Undisclosed Contract”), within five (5) Business Days of such discovery, the discovering Party will notify the other Parties of such Undisclosed Contract and such Undisclosed Contract will be deemed an “Original Contract” hereunder.

  • If an Inclusion Notice is given before the Closing, then SCHEDULE 7.06(a) shall be deemed to be updated to include the Undisclosed Contract identified in the Inclusion Notice.

  • If an Inclusion Notice is given before the Closing, then SCHEDULE 7.06(A) shall be deemed to be updated to include the Undisclosed Contract identified in the Inclusion Notice.

  • If any Undisclosed Contract is entered into after the entry of the Sale Order, the Sellers shall promptly notify the Purchaser thereof; provided, however, that nothing herein shall permit a Seller to enter into an contract or lease in violation of Section 5.1.

  • Notwithstanding the foregoing, and subject to the Bankruptcy Code, if any Undisclosed Contract is entered into after the date of the Bidding Procedures Order and such Undisclosed Contract contains language allowing the applicable Seller Party to assign the contract to Purchaser, then such Undisclosed Contract may be assigned without the entry of a Bankruptcy Court order.

  • Notwithstanding the foregoing, if any Undisclosed Contract is entered into after the date of the Approval Order and such Undisclosed Contract contains language allowing the Manager to assign the contract to the City, then such contract may be assumed and assigned without the entry of a Bankruptcy Court order.

  • Any Cure Costs in relation to any such Undisclosed Contract shall be dealt with in accordance with Section 7.2. In the event that Purchaser notifies Seller or one of the other Debtor Sellers of Purchaser’s desire to acquire any Undisclosed Contract, Seller or such other Debtor Seller, as the case may be, shall, as soon as practicable after receiving such notification, file with the Bankruptcy Court the motion(s) seeking the entry of the Undisclosed Contract Assignment Order.


More Definitions of Undisclosed Contract

Undisclosed Contract means any Contract (i) that was required to be listed, but was not listed, on Schedule 3.11(a)(vii) , Schedule 3.11(a)(viii) , Schedule 3.11(a)(ix) , Schedule 3.11(a)(x) , Schedule 3.11(a)(xiii) , Schedule 3.11(a)(xiv) , Schedule 3.11(a)(xviii) or Schedule 3.11(a)(xx) of the Seller Disclosure Letter or (ii) that is entered into by Selling Subsidiary 1 or Selling Subsidiary 2 after the date hereof without the prior written consent of Purchasers pursuant to Section 5.2(a)(xii)and would constitute a Material Contract required to be listed on Schedule 3.11(a)(vii) , Schedule 3.11(a)(viii) , Schedule 3.11(a)(ix) , Schedule 3.11(a)(x) , Schedule 3.11(a)(xiii) , Schedule 3.11(a)(xiv) , Schedule 3.11(a)(xviii) or Schedule 3.11(a)(xx) of the Seller Disclosure Letter had it been in existence as
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Undisclosed Contract means any Contract the existence and terms of which were not disclosed to Buyer in reasonable detail prior to the date of Sellers' delivery of the Post-Signing Schedules to Buyer.
Sample 1
Undisclosed Contract means any Contract (i) that was required to be listed, but was not listed, on Schedule 3.11(a)(vii), Schedule 3.11(a)(viii), Schedule 3.11(a)(ix), Schedule 3.11(a)(x), Schedule 3.11(a)(xiii), Schedule 3.11(a)(xiv), Schedule 3.11(a)(xviii) or Schedule 3.11(a)(xx) of the Seller Disclosure Letter or (ii) that is entered into by Selling Subsidiary 1 or Selling Subsidiary 2 after the date hereof without the prior written consent of Purchasers pursuant to Section 5.2(a)(xii)and would constitute a Material Contract required to be listed on Schedule 3.11(a)(vii), Schedule 3.11(a)(viii), Schedule 3.11(a)(ix), Schedule 3.11(a)(x), Schedule 3.11(a)(xiii), Schedule 3.11(a)(xiv), Schedule 3.11(a)(xviii) or Schedule 3.11(a)(xx) of the Seller Disclosure Letter had it been in existence as of the date hereof. For purposes of this definition, each settlement, conciliation or similar agreement that could reasonably be expected to impose any monetary obligations upon any Conveyed Entity or any Purchased Assets after the date of this Agreement shall be deemed to be required to be listed on Schedule 3.11(a)(xiii) of the Seller Disclosure Letter. For the avoidance of doubt, any Contract entered into with the prior written consent of Purchasers pursuant to Section 5.2(a)(xiii) shall not be an Undisclosed Contract.
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Undisclosed Contract shall have the meaning set forth in Section 2.1(c) hereof. "WARN Act" shall have the meaning set forth in Section 9.11(a) hereof. "Winning Bidder" shall have the meaning ascribed to such term in the Bidding Procedures Order. "Working Capital" means, with respect to Holdings and its subsidiaries as of the Closing Date, the result obtained by performing a calculation of the same type used in deriving the working capital set forth as of April 30, 2005 on the attached Working Capital Schedule (the "April WC Amount"). Except as otherwise provided in the footnotes to the Working Capital Schedule, any such calculation of Working Capital shall take into account the same components (i.e., line items) of, and adjustments to, the working capital reflected by the April WC Amount. Further to the preceding sentence, except as otherwise provided in the footnotes to the Working Capital Schedule, any such calculation of Working Capital shall be determined in accordance with the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the April WC Amount (with GAAP applied in a manner consistent with GAAP applied to the consolidated balance sheet of Parent and the Subsidiaries as of December 31, 2004). The Parties agree that the purpose of determining Working Capital hereunder is to measure changes in working capital without the introduction (except as otherwise provided in the footnotes to the Working Capital Schedule) of different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from those used in the preparation of the April WC Amount. At Closing, the KERP accrual will consist of the aggregate amount of (i) the "Retention Bonus Payments" payable under the KERP, (ii) the employer taxes attributable to such payments and (iii) the maximum amount of the employer's share of the cost to provide the health and welfare benefits provided under the KERP. In addition, at Closing, the accounts receivable balance will be reduced by any known refunds, discounts, rights of setoff or assignments affecting such accounts receivable. B-12 </TEXT> </DOCUMENT>
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Related to Undisclosed Contract

  • 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).

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

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

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

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

  • 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.

  • Covered contract means a DoD prime contract for an amount exceeding the simplified acquisition threshold, except for a fixed-price contract without cost incentives. The term also includes a subcontract for an amount exceeding the simplified acquisition threshold, except for a fixed-price subcontract without cost incentives under such a prime contract.

  • 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.

  • Specified Contracts has the meaning set forth in Section 4.13(a).

  • 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).

  • CFD Contract or "CFD" shall mean a contract which is a contract for difference by reference to fluctuations in the price of the relevant security or index;

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

  • Proposed Contract means the agreement including any other terms and conditions contained in or referred to in this RFP that may be executed between the DBSA and the successful Bidder.

  • 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.

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

  • Contracts Finder means the Government’s publishing portal for public sector procurement opportunities;

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

  • Company IP Contract means any Contract to which the Company is a party or by which the Company is bound, that contains any assignment or license of, or covenant not to assert or enforce, any Intellectual Property Right or that otherwise relates to any Company IP or any Intellectual Property developed by, with, or for the Company.

  • Executory Contracts means executory contracts and unexpired leases as such terms are used in 11 U.S.C. § 365, including all operating leases, capital leases, and contracts to which the Debtor is a party or beneficiary on the Confirmation Date.

  • Group contract means a contract for health care services which by its terms limits eligibility to members of a specified group. The group contract may include coverage for dependents.

  • Material Leases has the meaning set forth in Section 4.21.

  • Specified Contract means any of the following Contracts (together with all exhibits and schedules thereto) to which the Company or any Subsidiary is a party:

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

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

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