Specified Actions definition

Specified Actions has the meaning specified in Section 5.04.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Specified Actions has the meaning assigned in Section 8.4(b).

Specified Actions means any of the actions set forth on Exhibit A.

Examples of Specified Actions in a sentence

• Subject to Section 8.2, the Purchasers shall use reasonable best efforts to take any Specified Actions reasonably requested by the Sellers in connection with the Sellers’ defense of such Proceedings or the settlement thereof; provided that the Sellers shall promptly reimburse the Purchasers for any reasonable, documented out-of-pocket costs and expenses incurred by the Purchasers in connection with taking any such actions.

• In such case but not otherwise, the Controlling Party may take any of the Specified Actions and shall be entitled to commence proceedings in any court of competent jurisdiction or to take any other Specified Actions as the Collateral Agent might have taken pursuant to this Agreement or the Security Documents.

• At Delta’s request, Ultra and its Affiliates will cooperate with Delta, Hewlett Packard Enterprise Company and their Affiliates and representatives in connection with the conduct and resolution of the Specified Actions.

• Neither Ultra nor any Affiliate shall take any action that could reasonably be expected to increase any liability for Taxes related to, or in connection with, the Specified Actions.

• PayPal shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges and immunities in connection with any Privileged Information that relates solely to the PayPal Specified Actions or to any PayPal Liabilities resulting from any other Actions that are now pending or may be asserted in the future, whether or not the Privileged Information is in the possession or under the control of any member of the PayPal Group or any member of the eBay Group.

More Definitions of Specified Actions

Specified Actions. A change in the chief executive officer, chief operating officer or chief financial officer of the Casino-Hotel; the issuance of additional equity interests in the Issuer; any material transaction with an affiliate of the Purchaser; the filing of a bankruptcy petition; the incurrence of indebtedness (as shall be determined by the parties in the Definitive Agreements) or contractual restriction that would limit the ability of the Issuer to redeem the Series A Preferred or Series B Preferred. Any sale of the Casino-Hotel substantially as an entirety shall be subject to the receipt by THCR Holdings of a fairness opinion satisfactory to THCR Holdings with respect to the financial terms of such sale. Transactions with Other The parties will recognize that certain synergies THCR Casino Affiliates: will continue to be present from the affiliated status of the Casino-Hotel and the other casino and hotel properties owned and operated by THCR Holdings. Accordingly, the parties will seek to continue to take advantage of synergistic opportunities (e.g., in purchasing and other areas) in a manner that fairly and equitably allocates opportunities and benefits among the Casino-Hotel and such other properties.

Specified Actions shall have the meaning set forth in Section 6.6(b).

Specified Actions means with respect to the Company and each of its Subsidiaries, any of the following actions or events except as set forth in Section 1.01(b) of the Company Disclosure Schedule:

Specified Actions are any actions that cause or permit Supply Canada to (a) declare or pay any dividend, or enter into any transaction or take any action that would be considered for U.S. federal income Tax purposes to constitute the declaration or payment of a dividend by Supply Canada, including, without limitation, pursuant to Section 304 of the Code, or (b) enter into any transaction or take any action (in each case, other than in the ordinary course of business) that otherwise would result in the diminution of the foreign tax credits that, absent any such transaction, may be claimed by Parent or any of its Affiliates or on a Combined Tax Return in respect of their U.S. federal income Tax liability, including (i) any transaction (other than in the ordinary course of business) that would result in the increase or diminution of any amount of earnings and profits of Supply Canada for U.S. federal income Tax purposes for periods through the end of any such fiscal year, (ii) any loss carryback or loss surrender or other action not in the ordinary course of business that would reduce the amount of creditable Taxes paid or deemed paid by Supply Canada for any such period or (iii) any transaction (other than in the ordinary course of business) that would give rise to subpart F income, within the meaning of Code Section 952(a). For avoidance of doubt, nothing in this Section 7.15 shall prevent Purchaser (or require Purchaser to indemnify Parent pursuant to this Section 7.15) from carrying out its intent to merge with and into HD Supply, Inc. (with HD Supply, Inc. surviving) after the Closing (the “Merger”).

Specified Actions has the meaning set forth in Section 2.14 hereof.

Specified Actions shall have the meaning set forth in Section 5.2(d) of the Agreement.

Specified Actions means the Actions set forth in Section 13.03(c) of the IAC Disclosure Letter.