Xxxxxx Material Contracts definition

Xxxxxx Material Contracts shall be defined as each written or oral contract entered into by Xxxxxx or any Xxxxxx Subsidiary (other than contracts with customers reasonably entered into by Xxxxxx in the Ordinary Course of Business) which involves aggregate payments or receipts in excess of $100,000 per year, including without limitation every employment contract, employee benefit plan, agreement, lease, license, indenture, mortgage and other commitment to which either Xxxxxx or Xxxxxx Subsidiaries are a party or by which Xxxxxx or any of the Xxxxxx Subsidiaries or any of their properties may be bound.
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Xxxxxx Material Contracts shall have the meaning given to that term in Clause 6.1(t)(i); “Xxxxxx MCA Employees”, those employees of the Xxxxxx Group who are covered by MCAs as set forth on Section 6.1(i)(v) of the Xxxxxx Disclosure Schedule; “Xxxxxx Memorandum and Articles of Association”, shall have the meaning given to that term in Clause 6.1(a);
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Xxxxxx Material Contracts shall have the meaning set forth in Section 5.2(j)(i).
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Examples of Xxxxxx Material Contracts in a sentence

  • All Xxxxxx Material Contracts are enforceable against Xxxxxx, and Xxxxxx has in all material respects performed all obligations required to be performed by it to date and is not in default in any material respect.

  • All Xxxxxx Material Contracts are in full force and effect, and Xxxxxx or its material subsidiaries are entitled to all rights and benefits thereunder in accordance with the terms thereof.

  • Section 3.2(q)(ii) of the Xxxxxx Disclosure Schedule sets forth a list of all Xxxxxx Material Contracts as of the date hereof.

  • None of the parties to any of the Xxxxxx Material Contracts has given notice (written or oral) to any Xxxxxx Party of its intent to terminate such Xxxxxx Material Contract, and no Xxxxxx Party has reason to believe that any party intends to terminate any Xxxxxx Material Contract prior to or following the consummation of the Subject Transactions.

  • There have been no amendments or modifications to any of the Xxxxxx Material Contracts which would make any of the information disclosed herein inaccurate or incomplete.

  • Xxxxxx has made available to Acquiror for inspection true and complete copies of all of the Xxxxxx Material Contracts.

  • All of the Xxxxxx Material Contracts are valid and binding obligations of Xxxxxx or a material subsidiary of Xxxxxx as the case may be, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

  • The enforceability of the Xxxxxx Material Contracts shall not be affected in any manner by the execution and delivery of this Agreement and the consummation of the Subject Transactions.

  • All Xxxxxx Material Contracts are legal, valid, binding and in full force and effect and are enforceable by Xxxxxx or the Xxxxxx Subsidiaries (as applicable) in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity) and are the product of fair and arm’s length negotiations between the parties thereto.

  • Except as set forth on Schedule 4.12, none of the Xxxxxx Material Contracts contains any “change of control,” “assignment” or “transfer” provisions triggered by the consummation of the transactions contemplated by this Agreement or any other Transaction Document.


More Definitions of Xxxxxx Material Contracts

Xxxxxx Material Contracts has the meaning ascribed thereto in Section 3.1(w);
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Xxxxxx Material Contracts means the burden and benefit of and the right, title and interest of Xxxxxx in, to and under all trade and non-trade contracts, engagements or commitments, whether written or oral, to which Xxxxxx is entitled in connection with the Xxxxxx Business whereunder Xxxxxx 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, and those contracts listed in Schedule “I” hereto; and
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Xxxxxx Material Contracts means (x) each Contract (I) providing for payments (present or future) to Eugene in excess of $50,000 in the aggregate, or (II) under which or in respect of which Eugene presently has any liability or obligation of any nature whatsoever (absolute, contingent or otherwise) in excess of $50,000, and (y) without limitation of subclause (x), each of the following Contracts:
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Related to Xxxxxx Material Contracts

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

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

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

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

  • Acquired Contracts has the meaning given in Section 2.1(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 Consents as defined in Section 7.3.

  • 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).

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

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

  • 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.

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

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

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

  • 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;

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

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

  • Material Compliance Matter has the same meaning as the term defined in Rule 38a-1, and includes any compliance matter that involves: (1) a violation of the federal securities laws by Distributor (or its officers, directors, employees, or agents); (2) a violation of Distributor's Rule 38a-1 policies and procedures; or (3) a weakness in the design or implementation of Distributor's Rule 38a-1 policies and procedures.

  • 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.

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

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

  • 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.

  • 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.

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