Deemed Exchange definition

Deemed Exchange shall have the meaning set forth in Section 1.5.
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Deemed Exchange has the meaning given to that term in Section 2.2(a);
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Deemed Exchange means any alteration, deletion or addition of a legal right or obligation under this Agreement (whether by amendment or waiver of any provision of this Agreement or by consent to any departure by the Borrower therefrom, or by operation of the terms of this Agreement) (a “Change of Terms”) or if earlier, the entry into any binding agreement by the Borrower and the Administrative Agent to effect a Change of Terms, unless in any case the Administrative Agent shall have received from nationally recognized outside legal counsel experienced in such matters and reasonably acceptable to it, a formal written legal opinion that such Change of Terms will not cause the Trust (or the equivalent entity under a Replacement Hedging Arrangement) to become other than a grantor trust for U.S. federal income tax purposes, without taking into account for this purpose the assignment of this Agreement to the Trust and the distribution of this Agreement by the Trust that would result if such Change of Terms were treated as a Deemed Exchange; provided that if the sole alteration, deletion or addition of a legal right or obligation that is taking place is automatic under the express terms of this Agreement or results from the exercise of a unilateral right by the Borrower under the express terms of this Agreement that, in each case, does not result in a change of obligor or addition or deletion of a co-obligor, a change in the recourse nature of the Borrower’s obligations under this Agreement or a transformation of the Borrower’s obligations under this Agreement into an instrument that is not debt for U.S. federal income tax purposes, in each case within the meaning of section 1.1001-3 of the Treasury regulations promulgated under the Code or any successor provision (the “1.1001-3 Regulation”) (a “Borrower Covered Change”), then such Borrower Covered Change shall not be treated as a Change of Terms for this purpose, unless there is a prior Change of Terms and such Borrower Covered Change would, in the reasonable judgment of the Trustee based upon a legal opinion from nationally recognized legal counsel experienced in such matters, give rise to a “modification” or a “significant modification” under the 1.1001-3 Regulation, if considered collectively with such Change of Terms and other Borrower Covered Changes; and provided, further, that this provision does not apply if the sole effect of such action is to cure any ambiguity or to correct or supplement any provision contained in thi...
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Examples of Deemed Exchange in a sentence

  • Seller has determined that, immediately after giving effect to each Purchase hereunder (including the initial Purchase and the Deemed Exchange on the date hereof), the Net Portfolio Balance equals or exceeds the sum of (i) the Aggregate Capital, plus (ii) the Credit Enhancement, in each case, at such time.

  • Seller shall send such Purchase Notice by telecopier or email specifying (i) the date of such Purchase which, in the case of any Purchase (after the initial Purchase and Deemed Exchange hereunder), must be at least one Business Day after such notice is received by the applicable Purchaser, (ii) each Purchaser’s Pro Rata Share of the aggregate Cash Purchase Price in respect of such Receivables, Related Security and Collections and (iii) the requested Discount Rate and the requested Rate Tranche Period.

  • If the Founding Members and NCM Inc., negotiating in good faith, are unable to successfully resolve the issues raised in such written notice within 60 calendar days after such Amended Subsequent Deemed Exchange Basis Schedule was delivered to the Founding Members, the Founding Members and NCM Inc.

  • The Amended Initial Deemed Exchange Basis Schedule shall become final and binding on the Parties unless the Founding Members, within 30 calendar days after receiving such Amended Initial Deemed Exchange Basis Schedule, provide NCM LLC with a written notice of a material objection to such Amended Initial Deemed Exchange Basis Schedule made in good faith and specifying the reasons for such material objection.

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  • If the Founding Members and NCM LLC, negotiating in good faith, are unable to successfully resolve the issues raised in such written notice within 60 calendar days after such Initial Deemed Exchange Basis Schedule was delivered to the Founding Members, the Founding Members and NCM LLC shall employ the Reconciliation Procedures.

  • Each Amended Subsequent Deemed Exchange Basis Schedule shall become final and binding on the Parties unless the Founding Members, within 30 calendar days after receiving such Amended Subsequent Deemed Exchange Basis Schedule, provide NCM Inc.

  • If the Founding Members and NCM LLC, negotiating in good faith, are unable to successfully resolve the issues raised in such written notice within 60 calendar days after such Amended Initial Deemed Exchange Basis Schedule was delivered to the Founding Members, the Founding Members and NCM LLC shall employ the Reconciliation Procedures.

  • If the Founding Members and NCM Inc., negotiating in good faith, are unable to successfully resolve the issues raised in such notice within 60 calendar days after such Subsequent Deemed Exchange Basis Schedule was delivered to the Founding Members, the Founding Members and NCM Inc.

  • The Initial Deemed Exchange Basis Schedule shall become final and binding on the Parties unless the Founding Members, within 30 calendar days after receiving such Initial Deemed Exchange Basis Schedule, provide NCM LLC with a written notice of a material objection to such Initial Deemed Exchange Basis Schedule made in good faith and specifying the reasons for such material objection.


More Definitions of Deemed Exchange

Deemed Exchange shall have the meaning set forth in Section 1.5. “Defaulted Receivable” means a Receivable as to which any payment, or part thereof, remains unpaid for 121 days or more from the original due date for such payment. “Default Fee” means with respect to any amount due and payable by Seller in respect of any Aggregate Unpaids, an amount equal to the greater of (i) $1000 and (ii) interest on any such unpaid Aggregate Unpaids at a rate per annum equal to 3.50% above the Alternate Base Rate. Exh. I- 7 729983207 10446458
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Related to Deemed Exchange

  • Related Exchange means each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to the FTSE 100, including any transferee or successor to any such exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to the FTSE 100 has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to

  • Specified Exchange means the Australian Stock Exchange, the Johannesburg Stock Exchange, the London Stock Exchange Main Market, the Nasdaq Stock Market, the New York Stock Exchange, or the Hong Kong Stock Exchange;

  • Approved Exchange means the New York Stock Exchange and/or the Nasdaq Stock Market.

  • Qualified Exchange means any legal defeasance, redemption, retirement, repurchase or other acquisition of Capital Stock or of Indebtedness of the Company issued on or after the Issue Date with the Net Cash Proceeds received by the Company from the substantially concurrent sale of Qualified Capital Stock or any exchange of Qualified Capital Stock for any Capital Stock or for Indebtedness of the Company issued on or after the Issue Date.

  • Designated Exchange means any of The New York Stock Exchange, The NASDAQ Global Select Market, The NASDAQ Global Market, or any successor to any of the foregoing.

  • Related Exchange(s means each exchange or quotation system (as the Determination Agent may select) where trading has a material effect (as determined by the Determination Agent) on the overall market for futures or options contracts relating to the Share or, in any such case, any transferee or successor exchange of such exchange or quotation system.

  • Recognized Exchange means The New York Stock Exchange or the Nasdaq National Market.

  • Permitted Exchange means any of The New York Stock Exchange, The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market (or any of their respective successors).

  • Recognised Exchange means the stock exchanges or markets set out in Appendix II.

  • Specified Exchange Date means the first business day of the month that is at least 60 business days after the receipt by the General Partner of the Notice of Exchange.

  • Like-Kind Exchange means a section 1031 exchange that is subject to 26 U.S.C. sec. 1031.

  • Free Exchange means an exchange of a Commission Share of one Fund for a Commission Share of another Fund under circumstances where the CDSC which would have been payable in respect of a redemption of the exchanged Commission Share on the date of such exchange is waived and the Commission Share issued in such exchange is treated as a continuation of the investment in the Commission Share exchanged for purposes of determining the CDSC payable if such Commission Share issued in the exchange is thereafter redeemed.

  • National Exchange means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question, together with any successor thereto: the NYSE American, The New York Stock Exchange, the Nasdaq Global Market, the Nasdaq Global Select Market and the Nasdaq Capital Market.

  • Direct Exchange has the meaning set forth in Section 11.03(a).

  • 1031 TAX EXCHANGE The seller of this property may facilitate this sale by use of a 1031 Exchange, and the buyer agrees to sign additional 1031 Exchange documents if required. CONDITION OF PROPERTY: THE PURCHASER UNDERSTANDS THAT THE SELLER ACQUIRED THE PROPERTY BY FORECLOSURE, DEED-IN-LIEU OF FORECLOSURE, FORFEITURE, TAX SALE, RIGHT OF EMINENT DOMAIN OR SIMILAR PROCESS AND CONSEQUENTLY AND OR ANY OTHER WAY. THE SELLER HAS LITTLE OR NO DIRECT KNOWLEDGE CONCERNING THE CONDITION OF THE PROPERTY. XXXXX HAS HAD THE RIGHT TO INSPECT PROPERTY. THE PROPERTY IS SOLD AS IS, SUBJECT TO ANY AND ALL LOCAL GOVERMENT HOUSING CODE VIOLATIONS. AS A MATERIAL PART OF THE CONSIDERATION TO BE RECEIVED BY THE SELLER UNDER THIS AGREEMENT AS NEGOTIATED AND AGREED TO BY THE PURCHASER AND THE SELLER, THE PURCHASER ACKNOWLEDGES AND AGREES TO ACCEPT THE PROPERTY IN "AS IS" CONDITION AT THE TIME OF CLOSING, INCLUDING, WITHOUT LIMITATION, ANY HIDDEN DEFECTS OR ENVIRONMENTAL CONDITIONS AFFECTING THE PROPERTY, WHETHER KNOWN OR UNKNOWN WHETHER SUCH DEFECTS OR CONDITIONS WERE DISCOVERABLE THROUGH INSPECTION OR NOT. THE PURCHASER ACKNOWLEDGES THAT THE SELLER, ITS AGENTS AND REPRESENTATIVES HAVE NOT MADE AND THE SELLER SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES, IMPLIED OR EXPRESS, ORAL OR WRITTEN IN RESPECT TO: (A) THE PHYSICAL CONDITION OR ANY OTHER ASPECT OF THE PROPERTY INCLUDING THE STRUCTURAL INTEGRITY OR THE QUALITY OR CHARACTER OF MATERIALS USED IN CONSTRUCTION OF ANY IMPROVEMENTS, AVAILABILITY AND QUANTITY OR QUALITY OF WATER, STABILITY OF THE SOIL, SUSCEPTIBILITY TO LANDSLIDE OR FLOODING, SUFFICIENCY OF DRAINAGE, WATER LEAKS, WATER DAMAGE, MOLD OR ANY OTHER MATTER AFFECTING THE STABILITY, INTEGRITY, OR CONDITION OF THE PROPERTY OR IMPROVEMENTS;

  • Reference Exchange means XETRA.

  • Interest exchange means the acquisition of an ownership or membership interest in a domestic entity as provided by Subchapter B, Chapter 10. The term does not include a merger or conversion.

  • Principal Exchange means, in respect of a Share, any stock exchange or quotation system on which such Share is listed. As of the date of this Information Statement, the Principal Exchange for each Share is as set forth under "Summary Information Regarding the Companies".

  • Optional Exchange means the exchange of the Certificates by the Trust for the Underlying Securities pursuant to Section 7(a) hereof.

  • CAM Exchange means the exchange of the Lenders’ interests provided for in Article VII.

  • Primary Exchange means, with respect to each Index constituent or each constituent underlying a Successor Index, the primary exchange or market of trading such Index constituent or such constituent underlying a Successor Index.

  • Applicable Exchange means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock.

  • Relevant Exchange means the Relevant Exchange as specified in § 2 of the Product and Underlying Data.In the case of a material change in the market conditions at the Relevant Exchange, such as a final discontinuation of the quotation of the Underlying at the Relevant Exchange and the quotation at a different stock exchange or a considerably restricted number or liquidity, the Relevant Exchange shall be substituted as the Relevant Exchange by another exchange that offers satisfactorily liquid trading in the Underlying (the "Substitute Exchange"); such exchange shall be determined by the Calculation Agent acting in accordance with relevant market practice and in good faith. In this case, any reference to the Relevant Exchange in the Terms and Conditions of these Securities shall be deemed to refer to the Substitute Exchange.

  • Relevant Exchangei means the respective Relevant Exchangei as specified in § 2 of the Product and Underlying Data.In the case of a material change in the market conditions at the respective Relevant Exchangei, such as a final discontinuation of the quotation of the respective Basket Componenti at the respective Relevant Exchangei and the quotation at a different stock exchange or considerablyrestricted liquidity, the Relevant Exchangei shall be substituted as the Relevant Exchangei by another exchange that offers satisfactorily liquid trading in the respective Basket Componenti (the "Replacement Exchange"); such exchange shall be determined by the Calculation Agent acting in accordance with relevant market practice and in good faith. In this case, any reference to the Relevant Exchangei in these Terms and Conditions shall from then on be deemed to refer to the Replacement Exchange.

  • Switched Exchange Access Service means the offering of transmission or switching cervices to Telecommunications Carriers for the purpose of the origination or termination of telephone toll service. Switched Exchange Access Services include: Feature Group A, Feature Group B, Feature Group D, 800/888 access, and 900 access and their successors or similar Switched Exchange Access Services.

  • Registered Exchange Offer means the offer by the Company, pursuant to the Registration Rights Agreement, to certain Holders of Initial Notes, to issue and deliver to such Holders, in exchange for their Initial Notes, a like aggregate principal amount of Exchange Notes registered under the Securities Act.