Covered Laws means the Federal laws of the United States, the statutory laws of the State of New York and the General Corporation Law of the State of Delaware (including in each case the published rules or regulations thereunder) that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the Covered Documents; provided, however, that, for purposes of paragraph (5) above, such term does not include Federal securities laws and, for purposes of paragraphs (4) and (5) above, such term does not include state securities laws, insurance laws of any jurisdiction, antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, as amended, antitrust laws or any law that is applicable to the Company, the Covered Documents or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or its affiliates due to its or their status, business or assets. We have relied as to certain matters upon information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities conform to the specimens thereof examined by us, that the Trustee’s certificates of authentication of the Securities have been manually signed by one of the Trustee’s authorized officers, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. This letter is furnished by us, as counsel to the Company, to you, as representatives of the several Underwriters, solely for the benefit of the Underwriters in their capacity as such, and may not be relied on by any other person. This letter may not be quoted, referred to or furnished to any purchaser or prospective purchaser of the Securities and may not be used in furtherance of any offer or sale of the Securities. Very truly yours,
Covered Laws means the federal laws of the United States and the laws of the State of New York (including the published rules or regulations thereunder) that in such counsel’s experience normally are applicable to general business corporations and transactions such as those contemplated by the Indenture, the Securities and this Agreement; provided, however, that such term does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or any law that is applicable to the Company, the Indenture, the Securities, this Agreement or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or its affiliates due to its or their status, business or assets. Such counsel shall also furnish you its letter, dated the Closing Date to the effect that as counsel to the Company, it reviewed the Registration Statement, the Basic Prospectus, the Prospectus and the documents listed in Schedule A to its opinion (those listed documents, taken together with the Basic Prospectus, being referred to herein as the “Pricing Disclosure Package”) and participated in discussions with your representatives and those of the Company and its independent registered public accounting firm. Such counsel’s letter shall also state that between the date of the Prospectus and the time of delivery of its letter, it participated in further discussions with your representatives and those of the Company and its independent registered public accounting firm concerning certain matters relating to the Company and reviewed certificates of certain officers of the Company, an opinion addressed to you from internal counsel of the Company and letters addressed to you from the Company’s independent registered public accounting firm. Such counsel’s letter shall state that on the basis of the information that it gained in the course of the performance of the services referred to above, considered in the light of its understanding of the applicable law (including the requirements of Form S-3 and the character of the prospectus contemplated thereby) and the experience it has gained through its practice under the Securities Act, it confirms to you that, in its opinion, the Registration Statement, as of the date of the Prospectus, and the Basic Prospectus, as supplemented by the Prospectus, as of the date of the Prospectus, appeared on their face to be appropriately resp...
Covered Laws means the federal laws of the United States and the laws of the States of New Jersey and New York (including the published rules or regulations thereunder) that, in such counsel’s experience, normally are applicable to transactions such as those contemplated by this Agreement or any order or regulation of any court or insurance regulatory agency or other governmental agency or body having jurisdiction over the Company or any of its properties; provided, however that such term does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, or the Employee Retirement Income Security Act of 1974.
Examples of Covered Laws in a sentence
Any release or settlement agreement with the Centers for Medicare and Medicaid Services (“CMS”) addressing the Covered Laws shall specifically include a release of CMS’ recovery rights, interests and/or Liens associated with items and services covered and otherwise reimbursable by Medicare relating to the Affected Products, as against any Medicare beneficiary; any Released Party; any Healthcare Provider; or any other party.
Any Covered Laws prohibiting Outdoor Activities from taking place on a state highway right of way are modified to allow the State Department of Transportation (DOT) to issue a permit for such activities to take place in the non-vehicular portion of the state highway right of way pursuant to conditions imposed by the DOT.
Any Covered Laws prohibiting special event permits for the closure of a state highway are modified to authorize the DOT to issue such permits to allow Outdoor Activities pursuant to this Order.
Any Covered Laws prohibiting Outdoor Activities from taking place on a local public road or vehicular right of way are modified to allow the municipal official with jurisdiction over local roads, after consulting with the municipality’s Local Traffic Authority and, if that local road is used for public transportation routes, consulting with the DOT, to close the road in order to permit Outdoor Activities without additional public hearings.
The Covered Laws are suspended to the extent they impose fees for applications filed pursuant to this Order for Outdoor Activities, and no fees for such applications shall be collected or be due and owed to the State or to any municipality for the duration of the emergency.
More Definitions of Covered Laws
Covered Laws means those New York State or United States Federal laws, rules and regulations, as applicable, which (a) in our experience, without having made any special investigation as to the applicability of any specific law, rule or regulation, are normally applicable to transactions of the type contemplated by the 2023 Stadium Lease Documents and (b) are not the subject of and expressly referred to in a specific opinion herein. Without limiting the generality of the foregoing, the term “Covered Laws” shall not include (i) federal or state securities laws or blue sky laws (including, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended), fraudulent conveyance laws, fraudulent transfer laws or voidable transaction laws, antifraud laws, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or commodities laws (including, the Commodity Exchange Act), (ii) environmental, zoning, land use, tax, pension or employee benefit laws, statutes, resolutions or ordinances, (iii) privacy, antitrust, emergency, health, safety, labor, employment, restraint of trade, national security, antiterrorism, anti-money laundering, criminal and civil forfeiture, foreign corrupt practices, foreign asset, trade or sanctions laws, any federal or state laws, regulations or policies concerning possible judicial deference to acts of sovereign states, or any related enabling legislation, executive order, rule or regulation, (iv) county, city, or other municipal laws or laws of any local governmental agencies or, in each case, any rules or regulations thereunder, (v) any federal, state and local laws applicable to public benefit corporations, public authorities, quasi-government entities, or government entities or their subsidiaries, or (vi) any local laws applicable to the Companies and/or the Transaction Documents or the respective transactions contemplated therein either solely because such law, rule or regulation is part of a regulatory regime applicable to the Companies or their businesses or activities or because of the identity of the counterparty / counterparties to any Transaction Document. In rendering the opinions expressed herein, we have assumed, with your permission, the genuineness and authenticity of all documents examined by us and of all signatures thereon; the genuineness, validity and effective...
Covered Laws means the Delaware Limited Liability Company Act, and the federal laws of the United States and the laws of the State of New York (including the published rules or regulations thereunder) that in the experience of such counsel normally are applicable to general business corporations and transactions such as those contemplated by the BNAF Opinion Documents and Barrick Opinion Documents; provided, however, that such term does not include United States Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust
Covered Laws means the federal laws of the United States and the laws of the State of New York (including the published rules or regulations thereunder) that in the experience of such counsel normally are applicable to general business corporations and transactions such as those contemplated by the Barrick Opinion Documents; provided, however, that such term does not include United States Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or any law that is applicable to Barrick, the Barrick Opinion Documents or the transactions contemplated thereby solely as part of a regulatory regime applicable to Barrick or its affiliates due to its or their status, business or assets; “Scheduled Contract” means those agreements or instruments described in Schedule A to such counsel’s opinion; and “Scheduled Orders” means those orders or decrees described in Schedule B to such counsel’s opinion;
Covered Laws means the Federal laws of the United States and the laws of the State of New York (including the rules or regulations promulgated thereunder or pursuant thereto), that in our experience normally are applicable to the Selling Stockholder and transactions such as those contemplated by the Underwriting Agreement, provided that the term "Covered Laws" does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employment Retirement Income Security Act of 1974 and related laws, antitrust laws or any law, rule or regulation that is applicable to the Selling Stockholder, the Underwriting Agreement or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to the specific assets or business of the Selling Stockholder or its affiliates. In connection with our opinion in paragraph (2), (i) our consideration of any of the agreements referred to in such paragraph that are not governed by New York law has been limited to a review of such agreements, and we have analyzed such agreements as though New York law were the law governing such agreements, and (ii) we express no opinion, however, as to whether the execution, delivery or performance by the Selling Stockholder of the Underwriting Agreement will constitute a breach of, or default under, any covenant, restriction or provision with respect to financial ratios or tests or any aspect of the financial condition or results of operations of the Selling Stockholder or any of its subsidiaries. We have relied as to certain matters upon information obtained from public officials, officers of the Selling Stockholder and American International Group, Inc., and other sources believed by us to be responsible, and we have assumed that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. Very truly yours, EXHIBIT D FORM OF ACCOUNTANTS' COMFORT LETTER March 9, 2010 Transatlantic Holdings, Inc. 00 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 and Xxxxxxx, Xxxxx & Co., Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated As representatives of the several underwriters Ladies and Gentlemen: We have audited:
Covered Laws has the meaning set forth in Section 3.7.
Covered Laws means the Federal laws of the United States, the laws of the State of New York and the Delaware Act (including in each case the rules or regulations promulgated thereunder or pursuant thereto) that in our experience normally are applicable to the Borrower and transactions such as those contemplated by the Financing Documents; provided, however, that the term “Covered Laws” does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, state laws relating to the payment of dividends or the redemption or repurchase of stock, the Employee Retirement Income Security Act of 1974 and related laws, and antitrust laws, or any law, rule or regulation that is applicable to the Borrower, the Financing Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to the specific assets or business of the Borrower or its affiliates or solely because the Lender is entering into the transactions contemplated thereby in connection with the Troubled Asset Relief Program established under the Emergency Economic Stabilization Act of 2008; provided, further, United States Department of the Treasury -4- that insofar as performance by the Opinion Parties of their respective obligations under the Transaction Documents is concerned, we express no opinion as to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights.
Covered Laws means the items described in clauses (A), (B) or (C) of the preceding sentence that are, in our experience, normally applicable to transactions of the type contemplated by the Transaction Documents. The term Covered Laws specifically excludes (a) Laws of any counties, cities, towns, municipalities and special political subdivisions and any agencies thereof, (b) Laws relating to land use, zoning and building code issues, taxes, environmental issues, labor, insurance, intellectual property, antitrust issues and Federal Reserve Board margin regulation issues, and (c) laws, rules and regulations relating to the regulation of the conduct of the businesses of any Selling Shareholder.