Accepting Issuer definition

Accepting Issuer has the meaning set forth in Section 3.1.
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Accepting Issuer has the meaning set forth in Section 4.1.
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Accepting Issuer. As provided in the Alternative Recovery Acceptance, each Accepting Issuer shall, effective on the Consummation Date, irrevocably waive the Accepting Issuer’s right to assert against Visa, HPS, the HPS Acquirers, and the Affiliated Persons of each of them, and shall fully and finally release Visa, HPS, the HPS Acquirers, and the Affiliated Persons of each of them from, the following: (a) any claim or right of recovery the Accepting Issuer might otherwise have had in respect of any of its U.S. Alerted-On Accounts under the Operating Regulations (whether under the ADCR Rules or otherwise) by reason of any matter, occurrence, or event pertaining to the HPS Intrusion, (b) any dispute or objection the Accepting Issuer might otherwise be entitled to raise or make with respect to the amount, or the calculation of the amount, of its Alternative Recovery Amount and its Maximum Final ADCR Recovery Amount as shown in the Alternative Recovery Offer, and (c) any claim or right the Accepting Issuer might be entitled to assert, and any monetary recovery or other relief that the Accepting Issuer might be entitled to seek or receive, in any litigation or other proceeding (including without limitation the pending putative class action proceedings consolidated under the caption entitled In Re: Heartland Payment Systems Inc. Data Security Breach Litigation, Master Docket No. 09-md-02046, pending in the United States District Court for the Southern District of Texas), or under any other laws, rules or regulations, in connection with any injury or harm the Accepting Issuer may have incurred in its capacity as an issuer of Visa accounts with respect to any of its U.S. Alerted-On Accounts by reason of any matter, occurrence, or event pertaining to the HPS Intrusion (whether or not such matter, occurrence, or event is known to the Accepting Issuer as of the date of the Alternative Recovery Acceptance). Visa agrees to provide to HPS and to the HPS Acquirers on a daily basis, beginning the day after the Alternative Recovery Offer Date and ending on the day after the Alternative Recovery Acceptance Deadline, a copy of each Alternative Recovery Acceptance received by Visa on the preceding day and an update, in the required form of the Alternative Recovery Acceptance Report, as to whether and by what amount the Opt-In Threshold Condition has or has not been satisfied.
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Examples of Accepting Issuer in a sentence

  • No Eligible MasterCard Issuer shall be deemed to have validly accepted its Alternative Recovery Offer and thereby have become an Accepting Issuer unless such Eligible MasterCard Issuer shall have duly executed and timely delivered to MasterCard its Alternative Recovery Acceptance and such duly executed Alternative Recovery Acceptance shall have been timely delivered to TJX by MasterCard.

  • The only amounts actually payable by Fifth Third and indemnifiable by TJX under Sections 4 and 5 of this Settlement Agreement shall be the Alternative Recovery Amount of each Accepting Issuer.

  • The Alternative Recovery Acceptance Report shall also set forth in the same detail as the Accounting Statement the calculation and amount of (i) each Eligible Visa Issuer’s Set 1 ADCR Recovery, Set 2 ADCR Recovery, Set 3 ADCR Recovery and Set 4 ADCR Recovery, and (ii) the Minimum Recovery Amount of each Accepting Issuer that is entitled to receive a Minimum Recovery Amount.

  • The delivery of the Alternative Recovery Acceptances by MasterCard shall constitute a representation and warranty by MasterCard, and MasterCard shall be deemed to represent and warrant by such delivery, that Schedule I of each Alternative Recovery Acceptance accurately sets forth, as shown in MasterCard’s records at December 31, 2007, the Sponsored Issuer(s), including any Affiliated Issuer(s), of the Accepting Issuer that executed such Alternative Recovery Acceptance.

  • Visa is not obligated to distribute the Alternative Recovery Amount to each Accepting Issuer until funds have been received from Fifth Third as called for by clause (a) of the first sentence of this Section 4.

  • Effective on the Consummation Date, each Accepting Issuer shall be entitled to receive from MasterCard the Alternative Recovery Amount as calculated by MasterCard for such Accepting Issuer.

  • In addition, because each Accepting Issuer will receive either the Notional ADCR Recovery Amount or the Minimum Recovery Amount applicable to that issuer, any Accepting Issuer will not be entitled to receive its Actual Final ADCR Recovery Amount.

  • The delivery of an Issuer Release by MasterCard to HPS pursuant to Section 4.4 shall constitute a representation and warranty by MasterCard, and MasterCard shall be deemed to represent and warrant by such delivery, that Schedule I of each Issuer Release accurately sets forth, as shown in MasterCard’s records at May 27, 2010, the Sponsored Issuer(s), including any Affiliate(s), of the Accepting Issuer that executed such Issuer Release.

  • The only portions of those maximum potential aggregate amounts actually payable under the Settlement shall be the aggregate amount of the Alternative Recovery Amounts of each Accepting Issuer and the aggregate amount of the Actual Final ADCR Recovery Amounts of each Eligible Visa Issuer that is not an Accepting Issuer.

  • Effective on the Consummation Date, each Accepting Issuer shall be entitled to receive either the Notional ADCR Recovery Amount or the Minimum Recovery Amount applicable to that issuer.

Related to Accepting Issuer

  • qualifying issuer means a reporting issuer in a jurisdiction of Canada that

  • Accepting Lender shall have the meaning assigned to such term in Section 2.11(e).

  • Accepting Authority means the management of the company and includes an authorized representative of the company or any other person or body of persons empowered in this behalf by the company.

  • Accepting Lenders has the meaning specified in Section 2.24(a).

  • reporting issuer shall have the meaning set forth in Section 6.2.

  • Outstanding Issue means the number of Shares that are outstanding (on a non-diluted basis) immediately prior to the Share issuance or grant of Option in question.

  • Underlying Issuer means a third Person which is the beneficiary of an L/C Undertaking and which has issued a letter of credit at the request of the Issuing Lender for the benefit of Borrowers.

  • Discount Prepayment Accepting Lender has the meaning set forth in Section 2.05(a)(v)(B)(2).

  • Non-Accepting Lender has the meaning assigned to such term in Section 2.24(c).

  • Borrower Solicitation of Discount Range Prepayment Offers means the solicitation by any Company Party of offers for, and the corresponding acceptance by a Lender of, a voluntary prepayment of Term Loans at a specified range of discounts to par pursuant to Section 2.05(a)(v)(C).

  • Resulting Issuer means the issuer that was formerly a CPC that exists upon issuance of the Final Exchange Bulletin.

  • Borrower Solicitation of Discounted Prepayment Offers means the solicitation by any Company Party of offers for, and the subsequent acceptance, if any, by a Lender of, a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.05(a)(v)(D).

  • Resulting Issuer Shares means the common shares in the capital of the Resulting Issuer;

  • Extension Offer has the meaning specified in Section 2.15(a).

  • Principal Underwriter shall have the meanings given them in the 1940 Act.

  • Resale Discount means the applicable discount off retail rates applied to AT&T-21STATE Telecommunications Services resold by CLEC to its End Users. Any change to the rates, terms and conditions of any applicable retail Tariff is automatically incorporated herein and is effective hereunder on the date any such change is effective.

  • Institutional Holder means any insurance company, bank, savings and loan association, trust company, investment company, charitable foundation, employee benefit plan (as defined in ERISA) or other institutional investor or financial institution.

  • Discount Range Prepayment Offer means the irrevocable written offer by a Term Lender, substantially in the form of Exhibit L, submitted in response to an invitation to submit offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.

  • Qualified Institutional Buyers as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional "accredited investor," as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering. The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional "accredited investor," the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement, dated as of November 1, 2004, among Structured Asset Mortgage Investments II Inc., Xxxxx Fargo Bank, N.A., EMC Mortgage Corporation and U.S. Bank National Association, as Trustee, pursuant to Certificates were issued. The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) is providing a representation or an opinion of counsel to the effect that the proposed transfer and holding of a Privately Offered Certificate and the servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under a prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption ("PTE") 84-14, XXX 00-00, XXX 00-0, XXX 00-00, XXX 00-00 and (II) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator or the Trustee or (iii) has attached hereto the opinion specified in Section 5.07 of the Agreement. If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter. Name of Nominee (if any):

  • Discounted Term Loan Prepayment has the meaning assigned to such term in Section 2.11(a)(ii)(A).

  • Qualified Institutional Buyer means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

  • subsidiary undertaking means an undertaking controlled by a parent undertaking, including any subsidiary undertaking of an ultimate parent undertaking;

  • pre-emptive offer means an offer of equity securities open for acceptance for a period fixed by the Directors to holders (other than the Company) on the register on a record date fixed by the Directors of ordinary shares in proportion to their respective holdings but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;

  • Solicited Discounted Prepayment Offer means the irrevocable written offer by each Term Lender, substantially in the form of Exhibit O, submitted following the Administrative Agent’s receipt of a Solicited Discounted Prepayment Notice.

  • Required Prepayment Lenders the Majority Facility Lenders in respect of each Facility.

  • Specified Discount Prepayment Response Date has the meaning set forth in Section 2.05(a)(v)(B)(1).