Legal Comfort definition

Legal Comfort has the meaning set forth in Section 4.04(b).
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Legal Comfort means, with respect to any actual or proposed act or omission of a Party or any of its Subsidiaries that would otherwise violate
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Legal Comfort means either a Ruling or an Unqualified Tax Opinion concluding that the proposed action will not cause any step of the Transactions to fail to qualify for its Intended Tax Treatment. Such Ruling or Unqualified Tax Opinion will constitute Legal Comfort only if it is satisfactory in both form and substance to DTE in its discretion, which discretion shall be reasonably exercised in good faith solely to ensure that the proposed action does not result in any step of the Transactions failing to qualify for its Intended Tax Treatment. In determining whether an Unqualified Tax Opinion is satisfactory, DTE may consider, among other factors, the appropriateness of any underlying assumptions or representations and DTE’s views on the substantive merits of the legal analysis contained therein, and DTE may determine that no Unqualified Tax Opinion would be acceptable to DTE.
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Examples of Legal Comfort in a sentence

  • Such reasonable best efforts shall include delivering letters of representation and other certifications and other documents reasonably requested in connection with the Hook Stock Legal Comfort and the Australian Private Rulings and refraining from taking action that could reasonably be expected to prevent Parent from receiving the Hook Stock Legal Comfort or the Australian Private Rulings.

  • In addition to any obligations to cooperate contained in Section 7.01, if Spinco notifies Pluto that it desires to take a Restricted Action, Pluto and Spinco shall reasonably cooperate to attempt to obtain Legal Comfort with respect to the Restricted Action, unless Pluto shall have waived the requirement to obtain such Legal Comfort.

  • Spinco shall reimburse DTE for all reasonable out-of-pocket costs and expenses incurred by DTE or any Subsidiary of DTE in obtaining Legal Comfort within 10 business days after receiving an invoice from DTE therefor.

  • Spinco shall reimburse Pluto for all reasonable costs and expenses incurred by the Pluto Group in connection with the cooperation with respect to obtaining Legal Comfort, within thirty (30) days after receiving an invoice from Pluto therefor.

  • The seeking Party shall reimburse the other Party for all reasonable out-of-pocket costs and expenses incurred by such other Party (or any Subsidiary thereof) in obtaining Legal Comfort.

  • For the avoidance of doubt, neither DTE’s written consent pursuant to this Section 4.04(a) nor Spinco’s receipt of Legal Comfort shall relieve Spinco of its indemnification obligations under Section 2.02(b).

  • If either Party seeks to obtain Legal Comfort for purposes of Section 5.02(b), the other Party, at the request of the seeking Party, shall use commercially reasonable efforts to expeditiously obtain, or assist the seeking Party in obtaining, such Legal Comfort (including by executing and delivering to counsel or the IRS customary letters of representation).

  • Such Ruling or Unqualified Tax Opinion will constitute Legal Comfort only if it is satisfactory in both form and substance to DTE in its discretion, which discretion shall be reasonably exercised in good faith solely to ensure that the proposed action does not result in any step of the Transactions failing to qualify for its Intended Tax Treatment.

  • For the avoidance of doubt, neither the Other Party’s written consent pursuant to this Section 4.04(a) nor the Restricted Party’s receipt of Legal Comfort shall relieve the Restricted Party of its indemnification obligations under Section 2.01(b) or 2.02(b), as applicable.

  • Such Ruling or Unqualified Tax Opinion will constitute Legal Comfort only if it is satisfactory in both form and substance to the Other Party in its discretion, which discretion shall be reasonably exercised in good faith solely to ensure that the proposed Restricted Action does not result in any step of the Transactions failing to qualify for its Intended Tax Treatment.


More Definitions of Legal Comfort

Legal Comfort means either a Ruling or an Unqualified Tax Opinion concluding that the proposed action will not cause any step of the Transactions to fail to qualify for its Intended Tax Treatment. Such Ruling or Unqualified Tax Opinion will constitute Legal Comfort only if it is satisfactory to DTE in its sole and absolute discretion in both form and substance. In determining whether an Unqualified Tax Opinion is satisfactory, DTE may consider, among other factors, the appropriateness of any underlying assumptions or representations and DTE’s views on the substantive merits of the legal analysis contained therein, and DTE may determine that no Unqualified Tax Opinion would be acceptable to DTE.
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Legal Comfort means either a Ruling or an Unqualified Tax Opinion concluding that the proposed Restricted Action will not cause any step of the Transactions to fail to qualify for its Intended Tax Treatment. Such Ruling or Unqualified Tax Opinion will constitute Legal Comfort only if it is satisfactory in both form and substance to the Other Party in its discretion, which discretion shall be reasonably exercised in good faith solely to ensure that the proposed Restricted Action does not result in any step of the Transactions failing to qualify for its Intended Tax Treatment. In determining whether an Unqualified Tax Opinion is satisfactory, the Other Party may consider, among other factors, the appropriateness of any underlying assumptions or representations and the Other Party’s views on the substantive merits of the legal analysis contained therein, and the Other Party may determine that no Unqualified Tax Opinion would be acceptable to the Other Party.
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Related to Legal Comfort

  • Special Legal Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

  • 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;

  • Legal counsel shall have the meaning assigned to such term in Section 2(b).

  • Independent Legal Counsel means an attorney or firm of attorneys, selected in accordance with the provisions of Section 1(c) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the last three years (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity agreements).

  • Plaintiffs’ Counsel means Lead Counsel and all other legal counsel who, at the direction and under the supervision of Lead Counsel, performed services on behalf of the Settlement Class in the Action.

  • Class Counsel means Xxxxxx X. Xxxxxx of Xxxxxx Xxxxxx Xxxxxx LLP, Xxxx Xxxxxx Xxxxxxxxxx of Xxxxxx Xxxxxxxx LLP, and Xxxxx X. Xxxxxxxxxx of Hausfeld LLP.

  • Independent professional advice means advice of an attorney, certified public accountant, actuary, or other licensed professional adviser.

  • Counsellor means the public utility counsel.

  • Counsel means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;

  • Company U.S. Counsel means Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, with offices located at 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000.

  • Comfort Letter has the meaning given to that term in subsection 6.1(k)(i) hereto;

  • Legal Costs of a person means legal costs incurred by that person in defending an action for a Liability of that person.

  • Counselor means an educator who provides full-time counseling and guidance services and holds the relevant certificate from SBEC.

  • 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.

  • Defendants’ Counsel means Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx of Xxxxxx Xxxxxx Xxxxxxxx LLP.

  • Liaison Counsel means Xxxxxx Xxxx LLP.

  • Legal Advice as used herein shall be solely and exclusively limited to the advice provided by legal counsel stating legal rights, duties, liabilities and defenses and shall not include factual information or the formulation or analysis of business strategy.

  • lawyer means, in the Province of Quebec, an advocate or a notary and, in any other province, a barrister or solicitor;

  • Medical Advice means any consultation or advice from a Medical Practitioner including the issuance of any prescription or follow-up prescription.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Defense Counsel means Xxxxxx, Xxxxx & Xxxxxxx LLP.

  • Accountants shall have the meaning set forth in Section 9.7 hereof.

  • Roentgen means the special unit of exposure. One roentgen (R) equals 2.58 × 10-4 coulombs/kilogram of air (see “Exposure” and 38.4(4)).

  • Consult or “consulting" means thoroughly reviewing and discussing the relevant facts and discretionary issues.

  • Advisers means a party or parties furnishing services to the Trust pursuant to any investment advisory or investment management contract described in Article IV, Section 6(a) hereof;

  • Lead Counsel means the law firm of Xxxxxxxxx Xxxxxxxx Xxxxxx & Xxxxxxxxx LLP.