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Material Agreements
Material Agreements contract clause examples

Material Agreements” means (a) the agreements which are listed in Schedule 7.14 (as updated by Borrower from time to time in accordance with Section 7.21 to list all such agreements that meet the description set forth in clauses (b) and (c) of this definition), (b) material inbound and outbound license agreements and (c) all other agreements held by the Obligors from time to time, the absence or termination of any of which would reasonably be expected to result in a Material Adverse Effect; provided , however , that “Material Agreements” exclude all: (i) licenses implied by the sale of a product; and (ii) paid-up licenses for commonly available software programs under which an Obligor is the licensee. “Material Agreement” means any one such agreement.

Material Agreements. Part A of Schedule 3.11 is a complete and correct list, as of the Effective Date, of each credit agreement, loan agreement, indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness or any extension of credit (or commitment for any extension of credit) to, or guarantee by, the Borrower or any of its Subsidiaries outstanding as of the Effective Date, and the aggregate principal or face amount outstanding or that is, or may become, outstanding under each such arrangement is correctly described in Part A of Schedule 3.11.

Material Agreements. No material breach, default or event of default has occurred or is continuing under any Material Agreement, and, no fact, circumstance, condition or event has occurred and is continuing which, with the giving of notice or passage of time or both, would constitute or result in a breach, default or event of default thereunder. Each Material Agreement is in full force and effect and is valid and enforceable in all respects, subject to the effects of Debtor Relief Laws affecting the enforcement of creditors’ rights generally. Borrower is not a party to, and is not bound by, any material agreement, document or instrument other than the Loan Documents, the Permitted Encumbrances, the Material Agreements, and Borrower’s organizational

Material Agreements . Neither the Borrower nor any Subsidiary is a party to any

Material Agreements. Set forth on Schedule 7.14 (as amended from time to time by Borrower in accordance with Section 7.21) is a complete and correct list of (i) each Material Agreement and (ii) each agreement creating or evidencing any Material Indebtedness. No Obligor is in default under any such Material Agreement or agreement creating or evidencing any Material Indebtedness. Except as otherwise disclosed on Schedule 7.14, all material vendor purchase agreements and provider contracts of the Obligors are in full force and effect without material modification from the form in which the same were disclosed to Administrative Agent and the Lenders.

Material Agreements. To the extent (i) consistent with its Ordinary Course of Business, and (ii) commercially reasonable, Borrower shall (a) promptly give Lender actual notice (which may be verbal) of any default that has been declared by any party to any Material Agreement, and (b) promptly enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by the other party under each Material Agreement in a commercially reasonable manner. Borrower shall promptly perform and observe all of the material covenants and agreements required to be performed and observed by it under each Material Agreement, and use reasonable commercial efforts to preserve and to keep unimpaired its rights thereunder.

Material Agreements. The agreements set forth on Schedule 3.1(aa) (the “Material Agreements”) are valid, binding and enforceable in accordance with their terms against the Company, and are in full force and effect, except as the enforcement thereof may be limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Except as set forth on Schedule 3.1(aa), neither the Company nor any other party thereto is in material default thereunder, nor has there occurred any event that with notice or lapse of time, or both, would constitute a material default by the Company or any other party thereunder. Accurate and complete copies of each written Material Agreement have been delivered or otherwise made available to the Purchasers. Except as set forth on Schedule 3.1(aa), as of the date of this Agreement, the Company nor any of its Affiliates has received any notification that any party to a Material Agreement intends to terminate such Material Agreement.

Material Agreements” means, collectively, the Lease, the Earth Hotel Lease, the Compact and the Town Agreement.

Material Agreements: the Merger Agreement, the Denizbank Credit Agreement, the Denizbank Pledge Fee Agreements and any agreement under which there is an obligation of Borrower to pay in excess of (x) One Million and No/100 Dollars in the aggregate or (y) Five Hundred Thousand and No/100 Dollars ($500,000.00) in any fiscal year.

Material Agreements. Borrower shall not, and shall not permit any of its Subsidiaries to, without Lender’s prior written consent (which shall not be unreasonably

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