SEC Matters definition

SEC Matters means all losses, liabilities and expenses arising out of the facts that are the subject of the xxxxxxx xxxxxxx investigation with respect to Glenayre Technologies and the class action lawsuit with respect to Glenayre Technologies naming CRM, Inc., Xxxxxx X. Xxxxxx and Xxxxxx X. Xxxxxxxxx as defendants.
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SEC Matters means any disputes, litigations or other actions arising out of or in connection with the Borrower’s failure to timely comply with its reporting obligations under the Securities Exchange Act of 1934 prior to the Filing Date.
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SEC Matters means any disputes, litigations or other actions arising out of or in connection with the Borrower’s failure to timely comply with its reporting obligations under the Securities Exchange Act of 1934 prior to the Filing Date. “Secured Parties” means, collectively, the Administrative Agent, the Collateral Agent, the Lenders, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.06, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents. “Security Agreement” has the meaning specified in Article IV. “Security Agreement Supplement” means the joinder agreement described in Section 20 of the Security Agreement. “Settlement Agreement” means that certain Settlement Agreement Regarding ADA-ES’ Indemnity Obligations dated as of November 28, 2011 among ADA-ES, the ECP Defendants (as defined therein), and the AC Venture Defendants (as defined therein). “Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. “Specified Parties” means the Borrower, each other Loan Party, the Subsidiaries of the Borrower and each other Loan Party, CCS, and CCSS. “Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other bus...
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Examples of SEC Matters in a sentence

  • The aforementioned form includes information on the previous audit reports, explanations on why client companies have changed audit firms, and opinions on other important issues, such as disputes with previous auditors (SEC Matters Related to Accountants and Financial Statements, Section 4).

  • Section 4.1 Organization 29 Section 4.2 Capital Structure 30 Section 4.3 Title to Common Stock; Business of New BlackRock and BlackRock Merger Sub 30 Section 4.4 Controlled Affiliates 31 Section 4.5 Authority; Validity of Agreements 31 Section 4.6 Consents and Approvals 31 Section 4.7 No Conflicts 32 Section 4.8 SEC Matters 32 Section 4.9 Absence of Undisclosed Liabilities 33 Section 4.10 Absence of Certain Changes 33 Section 4.11 Litigation 34 Section 4.12 Compliance with Law; Government Regulation; Etc.

  • Each of the representations and warranties of Buyer set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Capitalization), Section 5.3 (Authority), Section 5.6 (Binding Effect), Section 5.8(b) (SEC Matters), and Section 5.13 (Finders’ Fees) shall be true and correct in all material respects as of the Closing Date as if made as of the Closing Date (except for such representations and warranties that are made as of a specific date, which shall speak only as of such date).

  • The Caladrius SEC Matters Representations shall have been true and correct in all material respects as of the date of this Agreement and shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date (except to the extent such representations and warranties are specifically made as of a particular date, in which case such representations and warranties shall be true and correct as of such date).

  • POST-CLOSING COVENANTS 23 Section 7.1 Further Assurances 23 Section 7.2 Tax Matters 24 Section 7.3 Cooperation for Litigation and Other Actions 24 Section 7.4 Retention of and Access to Books and Records 25 Section 7.5 SEC Matters 25 ARTICLE VIII.

  • When they are in custody and are going to be with you for a while, you need trained clinicians.

Related to SEC Matters

  • staff matters means the remuneration, conditions of service, promotion, conduct, suspension, dismissal or retirement of staff;

  • Legal Matters In the opinion of Xxxxxx Xxxxxxx, General Counsel of Prospect Administration, administrator for Prospect Capital Corporation, a Maryland corporation (the “Company”), the certificates evidencing the Notes (the “Note Certificates”) constitute the valid and binding obligations of the Company, entitled to the benefits of the Indenture and enforceable against the Company in accordance with their terms under the laws of the State of New York subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith), provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the law of the State of New York as in effect on the date hereof. In addition, this opinion is subject to the same assumptions and qualifications stated in the letter of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP dated March 8, 2012, filed as Exhibit (l)(5) to the Company’s registration statement on Form N-2 (File No. 333-176637) and to the further assumptions that (i) the Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under Maryland law, and (ii) they were duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Amended and Restated Selling Agent Agreement and the Indenture. Capitalized terms used in this paragraph without definition have the meanings ascribed to them in the accompanying prospectus supplement.

  • Disclosed Matters means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06.

  • Parent Disclosure Letter means the disclosure letter delivered by Parent to the Company simultaneously with the execution of this Agreement.

  • Reserved Matters has the meaning given in Clause ‎5.1.2.

  • Disclosure Letters means the Seller Disclosure Letter and the Buyer Disclosure Letter.

  • Tax Matters means all tax matters including criminal tax matters,

  • Parent Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by Parent to the Company.

  • Excluded Matters has the meaning given in Section 6.3.

  • Company SEC Reports shall have the meaning set forth in Section 3.8(a).

  • SEC Filings has the meaning set forth in Section 4.6.

  • Disclosure Letter means that certain Disclosure Letter, dated as of the Closing Date, executed and delivered by the Borrower to the Administrative Agent, for the benefit of the Lenders.

  • Parent SEC Reports has the meaning set forth in Section 4.5(a).

  • Company Disclosure Letter has the meaning set forth in Article III.

  • Released Matters MEANS ANY AND ALL CLAIMS, DEMANDS, DAMAGES, DEBTS, LIABILITIES, OBLIGATIONS, COSTS, EXPENSES (INCLUDING ATTORNEYS’ AND ACCOUNTANTS’ FEES AND EXPENSES), ACTIONS AND CAUSES OF ACTION OF ANY NATURE WHATSOEVER, ARISING ON OR PRIOR TO THE CLOSING DATE, WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT SUCH SELLING PARTY NOW HAS, OR AT ANY TIME PREVIOUSLY HAD, OR SHALL OR MAY HAVE IN THE FUTURE, AS A STOCKHOLDER, OFFICER, DIRECTOR, CONTRACTOR, CONSULTANT OR EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES, ARISING BY VIRTUE OF OR IN ANY MATTER RELATED TO ANY ACTIONS OR INACTIONS WITH RESPECT TO THE COMPANY OR ITS AFFAIRS WITH RESPECT TO THE COMPANY ON OR BEFORE THE CLOSING DATE; PROVIDED THAT RELEASED MATTERS SHALL NOT INCLUDE ANY RIGHT PURSUANT TO THIS AGREEMENT, THE TRANSACTIONS OR THE DOCUMENTS AND INSTRUMENTS DELIVERED HEREUNDER, ANY RIGHTS UNDER ANY DIRECTOR AND OFFICER FIDUCIARY AND LIABILITY INSURANCE POLICIES OR ANY RIGHTS UNDER EARNED BUT UNPAID COMPENSATION AND BENEFITS PROVIDED UNDER THE BENEFIT PLANS IN ACCORDANCE WITH THEIR TERMS. IT IS THE INTENTION OF THE SELLING PARTIES IN EXECUTING THIS RELEASE, AND IN GIVING AND RECEIVING THE CONSIDERATION CALLED FOR HEREIN, THAT THE RELEASE CONTAINED IN THIS SECTION 11.12 SHALL BE EFFECTIVE AS A FULL AND FINAL ACCORD AND SATISFACTION AND GENERAL RELEASE OF AND FROM ALL RELEASED MATTERS AND THE FINAL RESOLUTION BY SUCH SELLING PARTY AND THE RELEASED PARTIES OF ALL RELEASED MATTERS. NOTWITHSTANDING ANYTHING HEREIN OR OTHERWISE TO THE CONTRARY, THE RELEASE CONTAINED IN THIS SECTION 11.12 WILL NOT BE EFFECTIVE SO AS TO BENEFIT A PARTICULAR RELEASED PARTY IN CONNECTION WITH ANY MATTER OR EVENT THAT WOULD OTHERWISE CONSTITUTE A RELEASED MATTER, BUT INVOLVED FRAUD OR THE BREACH OF ANY APPLICABLE LAW ON THE PART OF SUCH RELEASED PARTY. THE INVALIDITY OR UNENFORCEABILITY OF ANY PART OF THIS SECTION 11.12 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THIS SECTION 11.12, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.

  • Company SEC Documents has the meaning set forth in Section 3.04(a).

  • Indemnity Matters means any and all actions, suits, proceedings (including any investigations, litigation or inquiries), claims, demands and causes of action made or threatened against a Person and, in connection therewith, all losses, liabilities, damages (including, without limitation, consequential damages) or reasonable costs and expenses of any kind or nature whatsoever incurred by such Person whether caused by the sole or concurrent negligence of such Person seeking indemnification.

  • Environmental Matters means any matter arising out of or relating to health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, release, control or cleanup of any Hazardous Substance.

  • SEC Reports shall have the meaning ascribed to such term in Section 3.1(h).

  • Disclosed Litigation has the meaning specified in Section 3.01(b).

  • SEC Documents shall have the meaning specified in Section 4.5.

  • Company Disclosure Schedules means the disclosure schedules delivered by the Company to the Commitment Parties on the date of this Agreement.

  • Company Disclosure Schedule means the disclosure schedule dated the date hereof regarding this Agreement that has been provided by the Company to Parent and Merger Subsidiary.

  • Parent SEC Documents has the meaning set forth in Section 4.6(a).

  • Academic and professional matters means the following policy development and implementation matters:

  • Current Financial Statements has the meaning given to such term in Section 5.9.