Legal Comfort definition

Legal Comfort has the meaning set forth in Section 4.04(b).
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Legal Comfort has the meaning set forth in Section 6.03(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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Examples of Legal Comfort in a sentence

  • 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.

  • 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).

  • 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 Permittee shall be deemed in noncompliance with 15A NCAC 2D .1111 and 40 CFR Part 63, Subpart YYYYY if the monitoring is not performed or if these records are not maintained.

  • 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).

  • 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.

  • 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.

  • 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.

  • If the Hook Stock Legal Comfort Closing Condition has been satisfied or waived as described in Section 3.02(b), (c), or (d), then FOX shall have the right to participate, with counsel of its own choosing, in any Hook Stock Tax Contest (a “FOX Hook Stock Tax Contest”).

  • The Restricted Party shall reimburse the Other Party for all reasonable out-of-pocket costs and expenses incurred by the Other Party or any Subsidiary of the Other Party in obtaining Legal Comfort within ten (10) business days after receiving an invoice from the Other Party therefor.


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 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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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).

  • LEGAL COMPLIANCE This Agreement and any transaction with, or payment to, you pursuant to the terms hereof is conditioned on your representation to us that, as of the date of this Agreement you are, and at all times during its effectiveness you will be, a bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 (or other financial institution) and not otherwise required to register as a broker or dealer under such Act. You agree to notify us promptly in writing if this representation ceases to be true. You also agree that, regardless of whether you are a member of the NASD, you will comply with the rules of the NASD, including, in particular, Sections 2310, IM 2310-2, and 2830 of the NASD Conduct Rules, and that you will maintain adequate records with respect to your customers and their transactions, and that such transactions will be without recourse against you by your customers. We recognize that, in addition to applicable provisions of state and federal securities laws, you may be subject to the provisions of the Xxxxx-Xxxxxxxx Act and other laws governing, among other things, the conduct of activities by federal and state chartered and supervised financial institutions and their affiliated organizations. As such, you may be restricted in the activities that you may undertake and for which you may be paid, and, therefore, we recognize that you will not perform activities that are inconsistent with your statutory and regulatory obligations. Because you will be the only one having a direct relationship with the customer, you will be responsible in that relationship for insuring compliance with all laws and regulations, including those of all applicable federal and state regulatory authorities and bodies having jurisdiction over you or your customers to the extent applicable to securities purchases hereunder.

  • 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 X. Xxxxxxxx Xxxxx of Xxxxxx X. Xxxxxx, A Professional Law Corp; Xxxxx X. Xxxxx of Xxxxx Xxxxx Xxxxxx Xxxxxxxxxxx Xxxxx & Xxxxxxxx LLP; Xxxxxxx X. Xxxx of Xxxx Xxxxxxxxxxx Xxxxx Xxxxxxx & Xxxx LLP; and Xxxxx Xxxxxx Xxxxxx of Xxxxxxxxx Xxxxxxx Xxxxx P.L.L.P.

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

  • 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 Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.

  • 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.

  • Defendants’ Counsel means Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx of Xxxxxxx Xxxxxxxxx, P.C.

  • Liaison Counsel means Ajamie 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;

  • 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.

  • urge buckslip optional, but recommended. (This is a small, single sheet of paper that requests Customers to vote as quickly as possible and that their vote is important. One copy will be supplied by the Fund.)