Key Contracts Clause Samples
The Key Contracts clause identifies and designates certain agreements as essential to the ongoing operations or value of a business. In practice, this clause typically lists specific contracts—such as major supplier agreements, customer contracts, or critical service arrangements—that must be maintained, disclosed, or transferred in the context of a transaction like a merger or acquisition. Its core function is to ensure that all parties are aware of and can address the continuity and assignment of these vital agreements, thereby reducing the risk of business disruption or loss of value.
Key Contracts. The assumption or rejection (in each case, pursuant to section 365 of the Bankruptcy Code) and/or amendment of the Contracts described in Section 1.1 of the Company Disclosure Schedules as of the Closing Date and the liabilities of the Reorganized Debtors with respect to such Contracts shall, in the aggregate, be reasonably satisfactory to the Requisite Commitment Parties.
Key Contracts. Developer shall perform its obligations under, and observe all of the provisions of, the Key Contracts and shall not, without the prior written consent of the Authority:
18.1.1 terminate or agree to termination of all or any part of any Key Contract;
18.1.2 amend or vary any Key Contract;
18.1.3 in any material respect, depart from its obligations (or waive or allow to lapse any rights it may have in a material respect) or procure that others in any material respect depart from their obligations (or waive or allow to lapse any rights they may have in a material respect), under any Key Contract; or
18.1.4 enter into (or permit the entry into by any other person of) any agreement replacing all or part of (or otherwise materially and adversely affecting the interpretation of) any Key Contract, if in each case the proposed course of action may reasonably be expected to have a material adverse effect on the ability of Developer to perform its obligations under the Project Documents.
Key Contracts. Termination of any Key Contract, or the failure by the Franchisee to take all reasonable steps to enter into an appropriate replacement contract prior to the scheduled expiry date of any Key Contract, except where requested by the Secretary of State or to the extent that the Franchisee has demonstrated to the reasonable satisfaction of the Secretary of State that for the duration of the Franchise Term:
Key Contracts. The Borrower will not, and will not permit any of its Subsidiaries to,
(i) amend, modify or waive any provision of any Key Contract or
(ii) terminate or assign any Key Contract prior to the end of its stated initial term, if such amendment, modification, waiver assignment, or early termination or any combination thereof would have a Material Adverse Effect.
Key Contracts. (i) the Inktomi Destination Site Agreement between the Seller and CTC Bulldog, Inc. (nka "iWon") dated June 18, 1999, as amended by Amendment One, dated as of April 21, 2000 and by Amendment Two dated as of November 6, 2000 (the "iWon Agreement"), (ii) the Inktomi Destination Site Agreement between the Seller and First USA Bank dated June 18, 1999 (the "FirstUSA Agreement"), (iii) the Inktomi Destination Site Agreement between the Seller and MBNA America Bank, N.A. dated October 13, 2000 (the "MBNA Agreement"), and (iv) the Inktomi Destination Site Agreement between the Seller and MobilCom CityLINE GmbH (nka free▇▇▇.▇▇ ▇▇) dated June 9, 2000 (the "Freenet Agreement", and together with the FirstUSA Agreement and the MBNA Agreement, the "Special Agreements").
Key Contracts. The Development Entity shall perform its obligations under, and observe all of the provisions of, the Key Contracts and shall not, without the prior written consent of the Department:
(a) terminate or agree to termination of all or any part of any Key Contract;
(b) amend or vary any Key Contract;
(c) in any material respect, depart from its obligations (or waive or allow to lapse any rights it may have in a material respect) or procure that others in any material respect depart from their obligations (or waive or allow to lapse any rights they may have in a material respect), under any Key Contract; or
(d) enter into (or permit the entry into by any other person of) any agreement replacing all or part of (or otherwise materially and adversely affecting the interpretation of) any Key Contract, if in each case the proposed course of action may reasonably be expected to have a material adverse effect on the ability of the Development Entity to perform its obligations under the Project Documents.
Key Contracts. Any Key Contract is terminated by a counterparty to such Key Contract or terminates automatically by the terms of such Key Contract due to a default or breach by Holdings, the Borrower or any of the Subsidiaries.
Key Contracts. It may be appropriate to include paragraph (b) if the transaction has a concept of “Key Contract” (or similar). The secured party may prefer a transfer by way of security (or mortgage) over contractual rights where the contract is material to the secured party. In these circumstances, the secured party may want to prevent the contract from being amended. Under the general law, a transfer of the contractual rights to the secured party will have the effect of preventing the grantor and counterparty from amending the contract whereas the granting of a charge or other security interest which does not involve any transfer may not: see ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇ (1878) 3 QBD 569.
Key Contracts. If any of the following occurs: (i) any material default or material breach by the Borrower or any of the Subsidiaries occurs and is continuing under any of the Key Contracts, which material default or material breach is not cured within any express grace period therein provided; (ii) any of the Key Contracts is terminated for any reason, other than (A) any expiration of such Key Contract in accordance with its own terms or (B) any termination of such Key Contract (other than the Aroa Umbrella Agreement or any Key Contract the termination of which would reasonably be expected to materially and adversely affect the Borrower’s ability to commercialize any Product then being commercialized) by the Borrower following the Borrower’s good faith determination that such termination is in the best interest of the Borrower and as long as the Borrower terminates such Key Contract in accordance with the applicable provisions thereof, and not as a result of any default or breach, or expected default or breach, by the Borrower or any Subsidiary thereunder; or (iii) any event occurs that would permit any other Person party to any Key Contract to have any termination right thereunder.
Key Contracts. The procedure and timetable of actions for the process of the Vendor transferring, assigning or novating the Key Contracts to the Purchaser.