Non-Consolidation Opinion means that certain substantive non-consolidation opinion delivered to Lender in connection with the closing of the Loan.
Non-Core Assets means: (1) all intangible present and possible future authorizations, rights, interests and other intangible assets related to all “western” DBS orbital locations other than the 148 degree orbital slot (as the term “western” is used by the FCC) held by the Company and/or any of its Subsidiaries at any time; (2) all intangible present and possible future authorizations, rights, interests and other intangible assets related to the fixed satellite service in the Ku-band, extended Ku-band, Ka-band and C-band held by the Company and/or any of its Subsidiaries at any time; (3) all present and possible future intangible authorizations, rights, interests and other intangible assets related to any mobile satellite service held by the Company and/or any of its Subsidiaries at any time; (4) all present and possible future intangible authorizations, rights, interests and other intangible assets related to local multi-point distribution service; and (5) any Subsidiary of the Company the assets of which consist solely of (i) any combination of the foregoing and (ii) other assets to the extent permitted under the provision described under the second paragraph of Section 4.19 of this Indenture.
Deconsolidation shall have the meaning provided in the Recitals.
Deconsolidation Date means the last date on which SpinCo qualifies as a member of the affiliated group (as defined in Section 1504 of the Code) of which Parent is the common parent.
Asset Sale Agreement means that certain Asset Sale Agreement between Buyer and Seller, dated as of the date hereof.
Pre-Deconsolidation Period means any Tax Period ending on or before the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Deconsolidation Date.
Taking-Over Certificate means the certificate to be issued by the Client to the Contractor, in accordance with the Contract.
ESG Pricing Provisions has the meaning specified in Section 2.18.
the first supplementary agreement means the agreement of which a copy is set out in the Second Schedule;
Post-Deconsolidation Period means any Tax Period beginning after the Deconsolidation Date, and, in the case of any Straddle Period, the portion of such Straddle Period beginning the day after the Deconsolidation Date.
Accounting Restatement means an accounting restatement that the Company is required to prepare due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Restructuring Effective Date has the meaning set out in the Restructuring Implementation Deed;
Amendment No. 5 Effective Date has the meaning set forth in Amendment No. 5.
Amendment No. 6 Effective Date has the meaning set forth in Amendment No. 6.
Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.
Tax Compliance Certificate as defined in Section 5.9.2(b)(iii).
Amendment No. 4 Effective Date has the meaning assigned to such term in Amendment No. 4.
Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.
Trust Supplement means an agreement supplemental to the Basic Pass Through Trust Agreement pursuant to which (i) a separate trust is created for the benefit of the holders of the Pass Through Certificates of a class, (ii) the issuance of the Pass Through Certificates of such class representing fractional undivided interests in such trust is authorized and (iii) the terms of the Pass Through Certificates of such class are established.
Amendment No. 7 Effective Date has the meaning assigned to such term in Amendment No. 7.
Amendment No. 3 Effective Date has the meaning specified in Amendment No. 3.
Initial Certificate Transfer Opinion means an opinion rendered by nationally recognized tax counsel (i) upon the initial transfer by the Depositor of a Certificate that results in the Issuer being treated as a partnership for United States federal income tax purposes and (ii) while any Note retained by the Issuer or a Person that is considered the same Person as the Issuer for United States federal income tax purposes is outstanding that (x) such Note will be debt for United States federal income tax purposes or (y) the transfer by the Depositor of such Certificate will not cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation.
Surviving Provisions has the meaning specified in Section 10.02.