Other Covered Laws definition

Other Covered Laws means the federal laws of the United States and the laws of the State of New York (including the published rules or regulations thereunder) that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the Underwriting Agreement, the Indenture and the Securities; provided, however, that such term does not include federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or, except as set forth above, any law that is applicable to the Company, its affiliates, the Underwriting Agreement, the Indenture, the Securities or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or its affiliates due to its or their status, business or assets. prudential nature that are set forth therein; provided further, that insofar as performance by the Company of its obligations under the Underwriting Agreement, the Indenture and the Securities is concerned, we express no opinion as to bankruptcy, insolvency, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights.
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Other Covered Laws means the Federal laws of the United States and the laws of the State of New York (including, in each case, the published rules and regulations thereunder) that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the MTNE Distribution Agreement and any applicable Terms Agreement; provided, however, that such term does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or any law that is applicable to the Company, the Guarantor, the MTNE Distribution Agreement, any applicable Terms Agreement, the Securities, the Indenture or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or the Guarantor or the Guarantor’s affiliates due to its or their status, business or assets (including any such regime applicable to banks, bank holding companies or broker-dealers), or solely for purposes in the opinion in paragraph [(9)][(10)] above, any Federal or state securities laws. With respect to our opinion set forth in paragraphs (3) and [(8)][(9)] above, we note that the Guarantor and each of its transactions, including those contemplated in the MTNE Distribution Agreement, any applicable Terms Agreement and the Indenture, are also subject to (i) general provisions of the Banking Laws prohibiting the Guarantor from engaging in unsafe and unsound practices, (ii) the U.S. Federal Reserve Act, relating to transactions among the Guarantor and the Guarantor’s affiliates, and (iii) other requirements of a prudential nature that are set forth in the Banking Laws, as to all of which we express no opinion. In connection with our opinion set forth in paragraph [(11)][(12)] above, we have assumed, without independent verification, that the statements set forth in Annex A hereto are true and that the Company will conduct its operations as stated in Annex A, notwithstanding that the statements reflect intentions of the Company. The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We have relied as to certain matters upon information obtained from public officials, officers of the Company and the Guarantor and other sources believed by us to be re...
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Other Covered Laws means the Federal laws of the United States and the laws of the State of New York (including the published rules or regulations thereunder) that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the Opinion Documents, and the General Corporation Law of the State of Delaware; provided, however, that such term does not include Federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or, except as set forth above, any law that is applicable to the Company or its affiliates due to its or their status, business or assets. The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. We have also relied as to certain matters upon information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee, that the Securities conform to the specimen thereof examined by us, that the Trustee’s certificates of authentication of the Securities have been manually signed by one of the Trustee’s authorized officers, and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. Very truly yours,
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More Definitions of Other Covered Laws

Other Covered Laws means the Federal laws of the United States, the statutory laws of the State of New York and the General Corporation Law of the State of Delaware (including the published rules and regulations thereunder) that in our experience normally are applicable to general business corporations and the issuance, sale and delivery of the Securities; provided, however, that such term does not include Federal or state securities laws, antifraud laws or fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or any law that is applicable to the Company, the Selling Stockholder, the Underwriting Agreement, the Securities or the issuance, sale or delivery thereof solely as part of a regulatory regime applicable to the Company, the Selling Stockholder or their affiliates due to their or their affiliates’ status, business or assets. The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. The opinion expressed in paragraph (12) is limited to the effect of Article 8 of the Uniform Commercial Code of the State of New York (the “UCC”). All terms that are used in the opinion expressed in paragraph (12) (and related assumptions) and are defined in the UCC, but not defined in the Underwriting Agreement, have the meanings set forth in Article 8 of the UCC or the definitions appearing elsewhere in the UCC and used in Article 8. For purposes of the opinions expressed in paragraph (12), we have assumed that 15,300,000 shares of Common Stock have been credited to the account of Xxxxxxx Xxxxx & Co. LLC, as Underwriters. We have also relied as to certain matters upon information obtained from public officials, officers of the Company and the Selling Stockholder and other sources believed by us to be responsible, and we have assumed that the outstanding shares of Common Stock, including the Securities, have been duly recorded by a transfer agent and duly registered by a Registrar thereof in the direct registration system of the Company and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified. This letter is furnished by us, as counsel to the Company, BNPP and the Selling Stockholder, to you, as Underwriters, solely for your benefit in your capacity as such, and may not be relied upo...
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Other Covered Laws means the federal laws of the United States and the laws of the State of New York (including the published rules or regulations thereunder) that in our experience normally are applicable to general business corporations and transactions such as those contemplated by the Underwriting Agreement, the Indenture and the Securities; provided, however, that such term does not include federal or state securities laws, other antifraud laws and fraudulent transfer laws, tax laws, the Employee Retirement Income Security Act of 1974, antitrust laws or, except as set forth above, any law that is applicable to the Company, its affiliates, the Underwriting Agreement, the Indenture, the Securities or the transactions contemplated thereby solely as part of a regulatory regime applicable to the Company or its affiliates due to its or their status, business or assets.
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Related to Other Covered Laws

  • Child or covered child means a child (natural, step-child, legally adopted or a minor or disabled child who is dependent on the insured for support and maintenance) who is born to or brought to a marriage or to a civil union established according to Vermont law.

  • AML Laws means all laws, rules, and regulations of any jurisdiction applicable to any Lender, the Company or the Company’s Subsidiaries from time to time concerning or relating to anti-money laundering.

  • Issuer Covered Person shall have the meaning ascribed to such term in Section 3.1(oo).

  • Your covered auto means: 1. Any vehicle shown in the Declarations. 2. A "newly acquired auto". 3. Any "trailer" you own. 4. Any auto or "trailer" you do not own while used as a temporary substitute for any other vehicle described in this definition which is out of normal use because of its:

  • criminal laws means all criminal laws designated as such under domestic law irrespective of whether contained in the tax laws, the criminal code or other statutes.

  • Prescribed Laws means, collectively, (a) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), (b) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (c) the International Emergency Economic Power Act, 50 U.S.C. §1701 et. seq., and (d) all other Legal Requirements relating to money laundering or terrorism.

  • Data Protection Laws means all laws and regulations that govern the access, use, disclosure, or protection of Personal Data to which a party is subject with respect to the Service or the Software.

  • UK Data Protection Laws means the Data Protection Xxx 0000 (incorporating the UK GDPR) and the Privacy and Electronic Communications (EC Directive) Regulations 2003, and the laws implementing or supplementing them;

  • Law" or "Laws means any federal, state or local government law, rules or regulations applicable to the Project.

  • the 1993 Act means the Pension Schemes Act 1993; “the 1995 Act” means the Pensions Act 1995;

  • EU Data Protection Laws means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

  • the 1992 Act means the Local Government Finance Act 1992;

  • Data Protection Law means the applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the processing of Personal Data under the Agreement (and includes, as far as it concerns the relationship between the parties regarding the processing of Personal Data by SAP on behalf of Customer, the GDPR as a minimum standard, irrespective of whether the Personal Data is subject to GDPR or not).

  • Coal Act means the Coal Industry Retiree Health Benefits Act of 1992, as amended.

  • the 1998 Act (“Deddf 1998”) means the Teaching and Higher Education Act 1998;

  • EU Data Protection Law means (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data ("Directive") and on and after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); and (ii) Directive 2002/58/EC concerning the processing of Personal Data and the protection of privacy in the electronic communications sector and applicable national implementations of it (as may be amended, superseded or replaced).

  • the 1980 Act means the Highways Act 1980(3);

  • European Data Protection Laws means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) ("GDPR"); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"); and (iv) Swiss Federal Data Protection Act on 19 June 1992 and its Ordinance ("Swiss DPA"); in each case, as may be amended, superseded or replaced.

  • AML Legislation shall have the meaning provided in Section 13.20.

  • Bye-laws means the bye-laws of the Company, as amended from time to time.

  • Labor laws means the following labor laws and E.O.s:

  • the 1983 Act means the Representation of the People Act 1983;

  • the 1990 Act means the Town and Country Planning Act 1990;

  • European Data Protection Law means the GDPR and any data protection law of a European Member State and Switzerland, including local legislation implementing the requirements of the GDPR, including subordinate legislation, in each case as amended from time to time;

  • FDA Laws means all applicable statutes (including the FDCA), rules and regulations implemented administered or enforced by the FDA (and any foreign equivalent).

  • Flood Laws means the National Flood Insurance Act of 1968, Flood Disaster Protection Act of 1973, and related laws, rules and regulations, including any amendments or successor provisions.