Consult or "Consultation" means to provide:
Advise means the act of sending an Advice from Broker.
Independent Legal Counsel means an attorney or firm of attorneys, selected in accordance with the provisions of Section 1(c) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).
That (a) subject to paragraph 5B(b), the exercise by the Directors during the Relevant Period of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and is hereby generally and unconditionally approved;
Counsel means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;
notified means that notice is sent in writing by the Insured (or its agent) to, and received by, Nexus Professional Risks Limited. For the avoidance of doubt, notice is not valid if given by any third party (other than the Insured’s agent).
Informed choice means that the consumer is presented with complete and unbiased information on his or her long-term care options, including, but not limited to, the benefits, shortcomings, and potential consequences of those options, upon which he or she can base his or her decision.
Other Parties shall have the meaning set forth in Section 10.7(c).
Agreed or “approved” means agreed or approved in writing and given for the purpose of this Unilateral Planning Obligation
Advisors has the meaning set forth in Section 14.06(c).
Advisers means a party or parties furnishing services to the Trust pursuant to any investment advisory or investment management contract described in Article IV, Section 6(a) hereof;
Acknowledged or "acknowledgment" means either an acknowledgment pursuant to title 33, chapter 4, article 5 or the signature, without more, of the person or persons signing the instrument, in which case the signature or signatures constitute the affirmation or acknowledgment of the signatory, under penalties of perjury, that the instrument is the act and deed of the signatory and that the facts stated in the instrument are true.
believe refers to the good faith belief of each of those lawyers. Based solely upon oral telephonic advice from one or more members of the Commission’s staff, we inform you that no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or threatened by the Commission. We are not representing the Company, the Partnership or any Subsidiary in any pending litigation in which it is a named defendant that challenges the validity or enforceability of, or seeks to enjoin the performance of, the Agreement. EXHIBIT 7(n)(i) Further, we confirm to you that the Registration Statement, as of its effective time and date, and the Prospectus, as of the date of the Prospectus, appeared to us on their face to be responsive in all material respects to the requirements of the form on which the Registration Statement was filed, as well as the applicable requirements of Regulation C under the Securities Act, except that the foregoing statement does not address any requirement relating to financial statements and related notes, financial statement schedules or financial or accounting data contained in the Registration Statement or the Prospectus. This letter is furnished by us as counsel for the Company to you in connection with the Agreement and is solely for your benefit in connection with the issuance to you of the Shares, and may not be relied on for any other purpose by you or anyone else. EXHIBIT 7(n)(i) Exhibit 7(n)(ii) FORM OF TAX OPINION OF XXXXXXX PROCTER LLP TO BE DELIVERED PURSUANT TO SECTION 7(n)(i) Ladies and Gentlemen: We have acted as counsel for DiamondRock Hospitality Company, a Maryland corporation (the “Company”), in connection with the Company’s automatic shelf registration statement on Form S-3, as amended by a post-effective amendment filed on March 9, 2009 (File No. 333-157753) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on March 6, 2009, as amended by the prospectus supplement dated July 27, 2009 (as so amended or supplanted, the “Registration Statement”), and sale by the Company through Cantor Xxxxxxxxxx & Co (“CF&Co), in one or more offerings, of up to $75,000,000 aggregate maximum offering price of shares of common stock, $0.01 par value per share (the “Shares”), of the Company pursuant to the sales agreement dated July 27, 2009 (the “Sales Agreement”) among the Company, DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and CF&Co. This opinion letter addresses the Company’s qualification as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), the classification of the Operating Partnership for federal income tax purposes, and the accuracy of certain matters discussed in the Registration Statement under the heading “Federal Income Tax Considerations Related to our REIT Election” and in the prospectus supplement under the heading “Supplement to Federal Income Tax Considerations.”
Advice shall have the meaning set forth in Section 6(d).
Knows has a correlative meaning.
believes “expects”, “aims”, “intends”, “will”, “may”, “shall”, “should”, “anticipates”, “estimates”, “projects”, “is subject to”, “budget”, “scheduled”, “forecast” or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco’s or Xxxx Xxxxx’x operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco’s or Xxxx Xxxxx’x business. Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Xxxx Xxxxx about future events, and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, changes to customer ordering patterns, delays in obtaining customer approvals for engineering or price level changes, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in raw material or energy market prices, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in the light of such factors. Neither Bidco nor Xxxx Xxxxx, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the Bidco Group or the Xxxx Xxxxx Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Bidco and Xxxx Xxxxx expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
IT means Information Technology.
Special Legal Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Adviser means a party furnishing services to the Trust pursuant to any contract described in Article IV, Section 7(a) hereof;
lawyer means, in the Province of Quebec, an advocate or a notary and, in any other province, a barrister or solicitor;
Independent professional advice means advice of an attorney, certified public accountant, actuary, or other licensed professional adviser.
Counselor means an educator who provides full-time counseling and guidance services and holds the relevant certificate from SBEC.
Directed means under a direction of the Director of Technical Education 3 or the chief executive officer of an approved college 4;
Business Relation means any current or prospective client, customer, licensee, supplier, or other business relation of the Company Group, or any such relation that was a client, customer, licensee or other business relation within the prior six (6) month period, in each case, with whom Executive transacted business or whose identity became known to Executive in connection with Executive’s employment hereunder.