Favorable Ruling Condition definition

Favorable Ruling Condition means that a court of competent jurisdiction has entered a judgment (a “Favorable Ruling”) that none of the transactions related to the $135 million of Second Lien Opco Tranche A Term Loan following its issuance that are contemplated by the RSA and the Restructuring Termsheet violate or give rise to an event of default under the indentures (the “Indentures”) for the existing notes (the “Existing Notes”) and that such Favorable Ruling has become a final order, in full force and effect without reversal, modification or stay, not subject to a pending motion for reconsideration, revocation, reversal, modification, stay or appeal and the period for an appeal having expired; provided, however, that if the Favorable Ruling has not become a final order because a notice of appeal has been timely filed and the parties are not stayed or enjoined from taking certain action contemplated hereby including executing the Subscription Agreement and consummating the Transfer, the condition requiring a final order shall be only be deemed satisfied if Travelport determines in its sole and absolute commercially reasonable discretion that the effect of any appeal or other related proceeding would not be adverse to the business, operations, property, condition (financial or otherwise) or prospects of Travelport or its affiliates. The Favorable Ruling Condition may be waived by Travelport in its absolute and sole discretion.
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Related to Favorable Ruling Condition

  • IRS Ruling shall have the meaning set forth in the Recitals.

  • Independent Tax Counsel means a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Board, and whose fees and disbursements shall be paid by the Company.

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.

  • Business Condition means the current business, financial condition, results of operations and assets of a corporate entity.

  • Tax Counsel shall have the meaning set forth in Section 6.2 hereof.

  • Private Letter Ruling shall have the meaning set forth in the Recitals.

  • Section 162(m) Exemption means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code.

  • Change in condition means a change in physical condition of the employee as well as any change

  • Tax Ruling as used in this Agreement, shall mean a written ruling of a taxing authority relating to Taxes. "Closing Agreement", as used in this Agreement, shall mean a written and legally binding agreement with a taxing authority relating to Taxes.

  • Benefit Plan Opinion With respect to any Certificate presented for registration in the name of any Person, an Opinion of Counsel acceptable to and in form and substance satisfactory to the Trustee and the Company to the effect that the purchase or holding of such Certificate is permissible under applicable law, will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company to any obligation or liability (including obligations or liabilities under Section 406 of ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust, the Trustee, the Delaware Trustee, the Master Servicer or the Company.

  • Qualifying condition means a condition described in Section 26-61a-104.

  • Company Counsel means Xxxxxxxxxx PLLC, with offices located at 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000.

  • Underwriter’s Exemption Prohibited Transaction Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor thereto), or any substantially similar administrative exemption granted by the U.S. Department of Labor.

  • Rating Condition has the meaning specified in Section 2.06(c)(ii).

  • Prohibited Transaction Class Exemption means U.S. Department of Labor prohibited transaction class exemption 84-14, 90-1, 91-38, 95-60 or 96-23, or any similar prohibited transaction class exemption issued by the U.S. Department of Labor.

  • Change in Recommendation has the meaning set forth in Section 6.02(a).

  • Investor-Based Exemption Any of Prohibited Transaction Class Exemption ("PTCE") 84-14 (for transactions by independent "qualified professional asset managers"), PTCE 91-38 (for transactions by bank collective investment funds), PTCE 90-1 (for transactions by insurance company pooled separate accounxx), XXXX 95-60 (for transactions by insurance company general accounts) or PTCE 96-23 (for transactions effected by "in-house asset managers"), or any comparable exemption available under Similar Law.

  • Favorable Opinion of Bond Counsel means an opinion of Bond Counsel addressed to the Issuer and the Trustee to the effect that the action proposed to be taken is authorized or permitted by the laws of the Commonwealth and this Indenture and will not, in and of itself, adversely affect any exclusion of interest on the Bonds from gross income of the owners thereof for federal income tax purposes.

  • Company Board Recommendation has the meaning set forth in Section 3.03(d).

  • Nondisqualification Opinion An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.

  • Superior Proposal has the meaning set forth in Section 5.09(a).

  • Supplemental Ruling means (i) any ruling (other than the Ruling) issued by the IRS in connection with a Distribution, and (ii) any similar ruling issued by any other Taxing Authority addressing the application of a provision of the laws of another jurisdiction to a Distribution.