Comfort Letter has the meaning given to that term in subsection 6.1(k)(i) hereto;
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;
Private Letter Ruling has the meaning set forth in the recitals.
Company Counsel means Xxxxxxxx LLP, with offices located at 000 Xxxxx Xxxxxx Xxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000.
Regulatory Agreement means the regulatory agreement between HPD and the Owner establishing certain controls upon the operation of the Exemption Area during the term of the Exemption.
Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.
Bond Counsel means an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds satisfactory to the Director.
Underwritten Net Cash Flow means, as of any date of determination, the excess of: (i) for the twelve (12) month period ending on such date, the sum of (A) the lesser of (1) GPR multiplied by 94.0%, and (2) Actual Rent Collections, and (B) Other Receipts; over (ii) for the twelve (12) month period ending on such date, the sum of (A) Operating Expenses, adjusted to reflect exclusion of amounts representing non-recurring expenses, (B) Underwritten Capital Expenditures and (C)
Favorable Opinion of Bond Counsel means an opinion or opinions of nationally recognized bond counsel to the effect that the action proposed to be taken is authorized or permitted by the Certificate and will not adversely affect the exclusion of interest on the Bonds from gross income for purposes of federal income taxation.
Placement Agency Agreement means the Placement Agency Agreement by and between the Company and the Placement Agent dated the date hereof.
Regulatory Services Agreement means the agreement between BSEF and the Regulatory Services Provider whereby the Regulatory Services Provider provides market surveillance and trade practice surveillance functions as well as other compliance related services to the SEF operated by BSEF.
Disclosure Counsel means the Special Counsel designated by the Corporation to be responsible for the drafting and delivery of the Corporation’s disclosure documents such as preliminary official statements, official statements, re-offering memorandums or private placement memorandums and continuing disclosure agreements.
Applicable Insurance Regulatory Authority means, when used with respect to any Insurance Subsidiary, the insurance department or similar administrative authority or agency located in (x) the state or other jurisdiction in which such Insurance Subsidiary is domiciled or (y) to the extent asserting regulatory jurisdiction over such Insurance Subsidiary, the insurance department, authority or agency in each state or other jurisdiction in which such Insurance Subsidiary is licensed, and shall include any Federal insurance regulatory department, authority or agency that may be created in the future and that asserts regulatory jurisdiction over such Insurance Subsidiary.
Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).
self-assessment means an assessment made by a taxpayer or his representative under section 28;
Purchaser Counsel has the meaning set forth in Section 6.2(a).
Disclosure Document means any registration statement (including the Form 10) filed with the SEC by or on behalf of any Party or any member of its Group, and also includes any information statement (including the Information Statement), prospectus, offering memorandum, offering circular, periodic report or similar disclosure document, whether or not filed with the SEC or any other Governmental Authority, in each case that describes the Separation or the Distribution or the SpinCo Group or primarily relates to the transactions contemplated hereby.
Special Counsel means one special counsel to the Holders, for which the Holders will be reimbursed by the Company pursuant to Section 4.
Second opinion means an opportunity or requirement to obtain a clinical evaluation by a provider other than the one originally making a recommendation for a proposed health service to assess the clinical necessity and appropriateness of the initial proposed health service.
Placement Agent Agreement means that certain placement agent agreement dated as of the date hereof between the Company and the Placement Agent.
Senior Counsel means a legal practitioner appointed by the President as a Senior Counsel of Namibia in terms of section 79(3) of the Legal Practitioners Act, 1995 (Act No. 15 of 1995).
Secondary Market Transaction shall have the meaning set forth in Section 11.1 hereof.
Underwriting Agreement means the underwriting agreement, dated as of _________, 2024, among the Company and Xxxxx-Xxxxxx Capital Group LLC as representative of the underwriters named therein, as amended, modified or supplemented from time to time in accordance with its terms.
Initial Environmental Examination or “IEE” means an initial environmental examination for a Subproject, including any update thereto, prepared and submitted by the Borrower pursuant to the requirements set forth in the EARF and cleared by ADB;
Initial Engineering Report means the engineering report concerning Oil and Gas Properties of Loan Parties dated as of June 30, 2016, prepared internally by the Borrower.
Section 404 Report means management’s report on “internal control over financial reporting” as defined by the SEC and the related attestation report of the independent certified public accountant as described in Section 3(A)(1).