Comfort Letter Request Date has the meaning set forth in Section 4.08.
Comfort Letter has the meaning given to that term in subsection 6.1(k)(i) hereto;
Request Date means each Comfort Letter Request Date, each Officer’s Certificate Request Date and each Opinion Request Date.
Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.
Underwritten Shelf Take-Down Notice has the meaning set forth in Section 2.02(e).
Advance Request means a request for an Advance submitted by Borrower to Lender in substantially the form of Exhibit A.
Ruling Request means any letter filed by Parent with the IRS requesting a ruling regarding certain tax consequences of the Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.
Issuance Request means a Letter of Credit request and certificate duly executed by an Authorized Officer of the Borrower, substantially in the form of Exhibit B-2 hereto.
L/C Request has the meaning specified in Section 2.4(b).
Advance Notice Date means each date the Company delivers to the Investor an Advance Notice requiring the Investor to advance funds to the Company, subject to the terms of this Agreement. No Advance Notice Date shall be less than seven (7) Trading Days after the prior Advance Notice Date.
comfort letters signed by the Company's independent public accountants who have examined and reported on the Company's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants' "comfort" letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' "comfort" letters delivered to the underwriters in underwritten public offerings of securities, to the extent that the Company is required to deliver or cause the delivery of such opinion or "comfort" letters to the underwriters in an underwritten public offering of securities;
Funding Request shall have the meaning set forth in Section 5.3(a).
Private Letter Ruling has the meaning set forth in the recitals.
Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).
L/C Application means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.
Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
Draw Request Any request by the Borrower, pursuant to Section 2.2 of this Agreement, for a disbursement of any portion of the proceeds of the Loan.
Amendment Closing Date means the first date that all the conditions precedent set forth in this Amendment are satisfied or waived in accordance herewith.
Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e)(iii).
Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).
Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.
Disbursement Request means a disbursement request from the Borrower to the Administrative Agent and the Collateral Agent in the form attached hereto as Exhibit C in connection with a disbursement request from the Unfunded Exposure Account in accordance with Section 2.04(d) or a disbursement request from the Principal Collection Subaccount in accordance with Section 2.18, as applicable.
Disbursement Date is defined in Section 2.6.2.
Certification Date means the later of the date on which an order granting certification or authorization of a Proceeding against one or more Non-Settling Defendants is issued by a Court and the time to appeal such certification or authorization has expired without any appeal being taken, or if an appeal is taken the date of the final disposition of such appeal.
Required Notice Period means the number of days required notice set forth below applicable to the Aggregate Reduction indicated below: ≤$100,000,000 two Business Days >$100,000,000 to $250,000,000 five Business Days ≥$250,000,000 ten Business Days
Due Diligence Request means the due diligence request letter from Xxxxxxx and Xxxxxx LLP, counsel to the Purchaser, dated March 6, 2024.
Application Deadline means 5:00 p.m., Eastern Time, on the final day of the Application Period.