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SH Rep definition

SH Rep has the meaning set forth in the preamble.
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Examples of SH Rep in a sentence

  • The SH Rep shall timely file any Tax Return or other document with respect to such Taxes (and Parent shall cooperate with respect thereto as necessary).

  • The SH Rep and Parent shall jointly control all proceedings with respect to any Tax Claim relating to a Straddle Period, and any such Tax Claim shall not be settled without the prior written consent of both the SH Rep and Parent (which shall not be unreasonably withheld, conditioned, or delayed).

  • In no event shall the Independent Accountants’ determination be in an amount that is outside the range of the disagreement between Parent and the SH Rep.

  • If the SH Rep delivers an Adjustment Dispute Notice within such sixty (60)-day period, Parent and the SH Rep shall attempt in good faith to resolve any such dispute, but if such dispute is not resolved within ten (10) Business Days after the date that Parent receives the Adjustment Dispute Notice, then the SH Representative and Parent shall refer such dispute to the Independent Accountants for resolution.

  • Parent and the SH Rep shall use commercially reasonable efforts to cause the Independent Accountants to make such determination within thirty (30) days of such dispute being referred to the Independent Accountants.

  • No later than one hundred twenty (120) days after the Effective Time, Parent shall deliver to the SH Rep a calculation of Closing Working Capital and Closing Cash (the “Calculations”).

  • If the SH Rep does not agree with the Calculations, no later than sixty (60) days after receipt of the Calculations, the SH Rep shall deliver to the Parent a notice (the “Adjustment Dispute Notice”) describing any item or amount in any of the Calculations that is so disputed.

  • The SH Rep Losses shall be satisfied: (i) from the SH Rep Expense Amount; and (ii) to the extent the amount of the SH Rep Losses exceeds amounts available to the SH Rep under (i), from (a) the TEI Bio Securityholders, severally and not jointly (in accordance with their Pro Rata Shares) or (b) the Escrow Funds, to the extent such funds have been made available for distribution to the TEI Bio Securityholders.

  • Parent shall not (and shall not cause or permit TEI Bio, the UK Subsidiary, or any Affiliate to) file, amend, re-file or otherwise modify any Tax Return or Tax election relating in whole or in part to TEI Bio or the UK Subsidiary or agree to the waiver or any extension of the statute of limitations, with respect to any Pre-Closing Tax Period without the prior written consent of the SH Rep (which consent shall not be unreasonably withheld or delayed).

  • Each of Parent and the SH Rep shall retain all books and records with respect to Taxes of TEI Bio and the UK Subsidiary for a period of at least seven (7) years following the Closing Date.

Related to SH Rep

  • Sellers’ Representative has the meaning set forth in the Preamble.

  • Shareholder Representative has the meaning set forth in the preamble.

  • Lenders’ Representative means the person duly authorised by the Senior Lenders to act for and on behalf of the Senior Lenders with regard to matters arising out of or in relation to this Agreement, and includes his successors, assigns and substitutes;

  • Seller Representative means Xxxxx Bank.

  • Owner’s Representative has the meaning given in Section 2.2.

  • Stockholder Representative has the meaning set forth in the preamble.

  • Holders’ Representative means the representative of the Holders named in the preamble, until a successor Holders’ Representative shall have become such pursuant to the applicable provisions of this Agreement, and thereafter “Holders’ Representative” shall mean such successor Holders’ Representative.

  • Closing Agent means the attorney, real estate firm, or closing company that is closing the cash sale qualifying purchase transaction and that prepares the cash sale settlement statement.

  • Shareholders’ Representative has the meaning set forth in the Preamble.

  • Note Holder Representative means a Controlling Note Holder Representative or a Non-Controlling Note Holder Representative, as applicable.

  • Supplier’s Representative means the representative appointed by the Supplier from time to time with overall responsibility for this Contract and notified to the Customer;

  • Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).

  • Stockholders’ Representative has the meaning set forth in the Preamble.

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Supplier Representative means the representative appointed by the Supplier from time to time in relation to this Framework Agreement;

  • Controlling Noteholder Representative shall have the meaning assigned to such term in Section 6(a).

  • Holder Representative has the meaning specified in Section 11.1.

  • Final Shared-Loss Recovery Month means the calendar month in which the tenth anniversary of the Commencement Date occurs.

  • Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Seller’s Representatives means Seller’s accountants, employees, counsel, environmental consultants, financial advisors, and other representatives.

  • Final Shared-Loss Month means the calendar month in which the tenth anniversary of the Commencement Date occurs.

  • Wind-Down Budget means a budget to be prepared by the Debtors, and reasonably acceptable to the Deerfield Requisite Supporting Noteholders, the Unaffiliated Requisite Supporting Noteholders, and the Committee, which shall be filed with the Court as part of the Plan Supplement, and which may be amended from time to time after entry of the Confirmation Order, subject to the consent of the Oversight Committee, which consent shall not be unreasonably withheld, and which shall estimate the funds necessary to administer the Plan and wind down the Debtors’ affairs, including the costs of holding and liquidating the Estates’ remaining property, objecting to Claims, making the Distributions required by the Plan, prosecuting claims and Causes of Action that may be held by the Estates against third parties that are not released, waived or transferred pursuant to the Plan (including pursuant to Article X) or otherwise, paying Taxes, filing Tax returns, paying professionals’ fees and expenses, paying the fees and expenses of the Oversight Committee, funding payroll and other employee costs, providing for the purchase of errors and omissions insurance and/or other forms of indemnification for the Plan Administrator, and for all such items and other costs of administering the Plan, the Estates and the Liquidating Debtors (other than the Administrative and Priority Claims Reserve, the Disputed Claims Reserve, and the Professional Fee Reserve).

  • Customer Representative means the representative appointed by the Customer from time to time in relation to this Call Off Contract;

  • Member Representative means an individual who can make OHP-related decisions for a member who is not able to make such decisions themselves.

  • Engineer’s Representative means the official in the civil/ electrical engineering department who is authorized to be in-charge of the work to which these presents relate. It shall include any other official nominated to attend to the supervision of day to day execution of the work to which this CONTRACT relates.

  • Owner Representative means that Person or Persons designated by Owner in a written notice to Contractor who shall have complete authority to act on behalf of Owner on all matters pertaining to the Work, including giving instructions and making changes in the Work. The Owner Representative as of the Contract Date is designated in Section 4.9.

Most Referenced Clauses

Most Referenced Definitions