Transferee Representations Letter definition

Transferee Representations Letter has the meaning set forth in Section 2.08 hereof.
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Transferee Representations Letter is defined in Section 2.08 hereof. “Treasury Regulations” is defined in Section 5.07 hereof.
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Transferee Representations Letter has the meaning set forth in Section 2.08 hereof. “Treasury Regulations” means the regulations promulgated under the Code.
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Examples of Transferee Representations Letter in a sentence

  • The Fiscal Agent shall be entitled to rely, without any further inquiry, on any Transferee Representations Letter delivered to it and shall be fully protected in registering any transfer or exchange of the Governmental Notes or any interest therein in reliance on any such transferee representations which appear on their face to be correct and of which the Fiscal Agent has no actual knowledge otherwise.

  • Registration; Transfer of Funding Loan; Transferee Representations Letter The Funding Loan shall be fully registered as to principal and interest in the manner and with any additional designation as the Fiscal Agent deems necessary for the purpose of identifying the registered owner thereof.

  • The Fiscal Agent shall not register any transfer or exchange of the Governmental Notes unless the prospective transferee delivers to the Governmental Lender and the Fiscal Agent the required Transferee Representations Letter substantially in the form set forth in Exhibit C to this Funding Loan Agreement.

  • Subject to the exceptions set forth above, the Fiscal Agent shall not register any transfer or exchange of the Governmental Notes unless the prospective transferee delivers to the Governmental Lender and the Fiscal Agent the required Transferee Representations Letter substantially in the form set forth in Exhibit C to this Funding Loan Agreement.

  • Registration; Transfer of Governmental Note and Funding Loan; Transferee Representations Letter 21 Section 2.09.


More Definitions of Transferee Representations Letter

Transferee Representations Letter has the meaning set forth in Section 2.08 hereof. “Unassigned Rights” means all of the rights of the Governmental Lender and its supervisors, officers, elected officials, attorneys, accountants, employees, agents and consultants to be held harmless and indemnified, and of the Governmental Lender to be paid its fees and expenses, to enforce the representations, warranties, covenants and agreements of the Borrower pertaining to the requirements of the Act or the Code as applicable to the Project and the use of proceeds of the Project Loan (subject to the applicable provisions of Section 7.06 of the Project Loan Agreement), to give or withhold consent to waivers, amendments, changes, modifications and alterations, to receive notices and the right to enforce such rights.
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Transferee Representations Letter has the meaning set forth in Section 2.08 hereof. “Unassigned Rights” means (a) all of the Governmental Lender’s right, title and interest in and to all reimbursement, costs, expenses and indemnification, (b) all rights of the Governmental Lender to receive any rebate amount under Section 2.05 of the Project Loan Agreement, (c) all rights of the Governmental Lender to receive notices, reports and other statements and to make any determination and to grant any approval or consent to anything in this Funding Loan Agreement, the Project Loan Agreement, the Tax Regulatory Agreement and the loan documents requiring the determination, consent or approval of the Governmental Lender (but, as to the loan documents, only to the extent of the Governmental Lender’s Reserved Rights, as defined therein),
Sample 1
Transferee Representations Letter has the meaning set forth in Section 2.08 hereof. “Unassigned Rights” means all of the rights of the Governmental Lender and its directors, officers, commissioners, elected officials, attorneys, accountants, employees, agents and consultants under the Financing Documents: (a) (i) to be held harmless and indemnified, (ii) to be paid its fees and expenses and the Rebatable Arbitrage pursuant to Section 4.12 hereof, (iii) to give or withhold consent to amendments, changes, modifications and alterations, (iv) to have access to the Project and Project records, and (v) to receive notices; (b) the Governmental Lender’s rights under the Regulatory Agreement, including but not limited to, rights to reimbursement and payment of its fees, costs and expenses; and (c) and the right to enforce all of the foregoing, subject to Section 7.06 of the Project Loan Agreement.
Sample 1
Transferee Representations Letter has the meaning set forth in Section 2.08 hereof. “Unassigned Rights” means (a) all of the Governmental Lender’s right, title and interest in and to all reimbursement, costs, expenses and indemnification; (b) the right of the Governmental Lender to amounts payable to it pursuant to Section 4.02 of the Project Loan Agreement, including the Governmental Lender Fees; (c) all rights of the Governmental Lender to receive any Rebate Amount (as defined in the Tax Exemption Agreement) required to be rebated to the United States of America under the Code in connection with the Governmental Note, as described in the Tax Exemption Agreement; (d) all rights of the Governmental Lender to receive notices, reports or other information, and to make determinations and grant approvals or consent hereunder and under the Project Loan Agreement, the Tax Regulatory Agreement and the Tax Exemption Agreement;
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Related to Transferee Representations Letter

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Investment Representation Letter As defined in Section 5.02(b).

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Representation Agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Eligible Representations means those representations identified within the “Tests” included in Schedule B.

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

  • Special Representations has the meaning set forth in Section 8.1.

  • Specified Purchase Agreement Representations means such of the representations made by or with respect to a Specified Target, its Subsidiaries and their respective businesses in the definitive documentation governing the applicable Specified Purchase (the “Specified Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates shall have the right to terminate its obligations under the applicable Specified Purchase Agreement as a result of a breach of such representations in the applicable Specified Purchase Agreement without expense (as determined without regard to any notice requirement and without giving effect to any waiver, amendment or other modification thereto that is materially adverse to the interests of the Lenders (as reasonably determined by the Administrative Agent), unless the Administrative Agent shall have consented thereto (such consent not to be unreasonably withheld, delayed or conditioned)).

  • Additional Representation has the meaning specified in Section 3.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Purchaser Fundamental Representations means the representations and warranties of Purchaser set forth in Section 4.01, Section 4.02, Section 4.03 and Section 4.07.

  • Buyer Fundamental Representations means the representations and warranties of Buyer contained in Sections 6.1, 6.2 and 6.7.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Excluded Representations means the representations and warranties set forth in clause (iii) of Section 4.01(e) and in Section 4.01(f).

  • Specified Representations means the representations and warranties of the Borrower and set forth in Sections 5.01(a) (solely as it relates to the Loan Parties), 5.01(b)(ii), 5.02 (other than 5.02(b)), 5.04, 5.12, 5.15, 5.16 (subject to the proviso to Section 4.01(a)(iv)) and 5.20 (limited to the use of proceeds of the Loans on the Closing Date).

  • Letter of Representations means any applicable agreement among the Corporation, the Depositary and a Global Receipt Depository with respect to such Global Receipt Depository’s rights and obligations with respect to any Global Registered Receipts, as the same may be amended, supplemented, restated or otherwise modified from time to time and any successor agreement thereto.

  • Seller Fundamental Representations means the representations and warranties of Seller contained in Section 3.01 (Existence and Power), Section 3.02 (Authorization), Section 3.05 (Group Companies) (other than Section 3.05(e)) and Section 3.21 (Finders’ Fees).

  • Fundamental Representation has the meaning set forth in Section 9.1.

  • Company Representations means the representations and warranties of the Company expressly and specifically set forth in Article IV of this Agreement, as qualified by the Schedules. For the avoidance of doubt, the Company Representations are solely made by the Company.

  • Fundamental Representations and Warranties means the representations and warranties contained in Sections 3.1, 3.2, 3.6, 4.1 and 4.

  • Company Fundamental Representations means the representations and warranties set forth in Section 3.1 (Organization; Authority; Enforceability), Section 3.2(a) (Non-contravention), Section 3.3 (Capitalization), Section 3.13 (Brokerage) and Section 3.20 (Affiliate Transactions).

  • Fundamental Representations has the meaning set forth in Section 8.1.

  • Tax Representations Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.