Special Purpose Financing Undertakings representations, warranties, covenants, indemnities, guarantees of performance and (subject to clause (y) of the proviso below) other agreements and undertakings entered into or provided by the Borrower or any of its Restricted Subsidiaries that the Borrower determines in good faith (which determination shall be conclusive) are customary or otherwise necessary or advisable in connection with a Special Purpose Financing or a Financing Disposition; provided that (x) it is understood that Special Purpose Financing Undertakings may consist of or include (i) reimbursement and other obligations in respect of notes, letters of credit, surety bonds and similar instruments provided for credit enhancement purposes, (ii) Hedging Obligations or other obligations relating to Interest Rate Agreements, Currency Agreements or Commodities Agreements entered into by the Borrower or any Restricted Subsidiary, in respect of any Special Purpose Financing or Financing Disposition, or (iii) any Guarantee in respect of customary recourse obligations (as determined in good faith by the Borrower, which determination shall be conclusive) in connection with any Special Purpose Financing or Financing Disposition, including in respect of Liabilities in the event of any involuntary case commenced with the collusion of any Special Purpose Subsidiary or any Affiliate thereof, or any voluntary case commenced by any Special Purpose Subsidiary, under any applicable bankruptcy law, and (y) subject to the preceding clause (x), any such other agreements and undertakings shall not include any Guarantee of Indebtedness of a Special Purpose Subsidiary by the Borrower or a Restricted Subsidiary that is not a Special Purpose Subsidiary.
ERISA-Qualifying Underwriting A best efforts or firm commitment underwriting or private placement that meets the requirements of an Underwriter’s Exemption.
Post Closing Letter is that certain Post Closing Letter dated as of the Effective Date by and between Collateral Agent and Borrower.
Post-Closing Agreement shall have the meaning set forth in Section 8.9.
Managing Underwriters means the investment banker or investment bankers and manager or managers that shall administer an underwritten offering.
Standard Securitization Undertakings means representations, warranties, covenants and indemnities entered into by the Borrower or any Subsidiary of the Borrower that are customary in a Securitization Financing.
Pending Underwritten Offering means, with respect to any Holder forfeiting its rights pursuant to this Section 4.5(l), any underwritten offering of Registrable Securities in which such Holder has advised the Company of its intent to register its Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such Holder’s forfeiture.
Participating Underwriter means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds.
Managing Underwriter means, with respect to any Underwritten Offering, the book running lead manager of such Underwritten Offering.
Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.
Closing Transactions has the meaning set forth in Section 11.8(a)(i) of these Bylaws.
Closing Transaction Expenses means the Transaction Expenses as set forth on the Closing Statement.
Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).
Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).
Post-Closing Taxes means Taxes of the Company for any Post-Closing Tax Period.
Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.
Underwritten Shelf Take-Down Notice has the meaning set forth in Section 2.02(e).
Undertakings as references to obligations under this Framework Agreement;
Put Closing Date shall have the meaning set forth in Section 2.3.8.
Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:
Company Underwriter has the meaning set forth in Section 4(a).
Customary Post-Closing Consents means those consents and approvals from Governmental Authorities for the assignment of the Assets to the Buyer that are customarily obtained after the assignment of properties similar to the Assets.
L/C Undertaking has the meaning set forth in Section 2.12(a).