Regulatory Status/Utility Regulation Sample Clauses

Regulatory Status/Utility Regulation. Each of AEE and AEE 2 is an "Exempt Wholesale Generator" as such term is defined in Section 32 of PUHCA. Neither AEE nor any of the AEE Entities is regulated as a "public utility company", or a "holding company", a "subsidiary company" or an "affiliate", in each case, of either a "holding company" or a "public utility company", as such terms are defined in PUHCA. None of the Owner Trust, the Owner Participant, AEE, the AEE Entities, any Certificateholder nor any of their respective Affiliates is nor, solely by virtue of the execution, delivery or performance of, or the consummation of the Lease Financing (and in the case of the Owner Participant and the Owner Trust, assuming that the representations and warranties of the Owner Participant and the Owner Trust set forth herein are true and correct at all times), will be regulated as a "public utility company," or a "holding company," a "subsidiary company" or an "affiliate," in each case, of either a "holding company" or a "public utility company," as such terms are defined in PUHCA nor subject to any electric utility regulation under New York law. Neither AEE nor any AEE Entity is subject to electric rate regulation under New York law.
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Regulatory Status/Utility Regulation. Each of the Borrower and AEE2 is an "Exempt Wholesale Generator" as such term is defined in Section 32
Sample 1
Regulatory Status/Utility Regulation. Each of the Borrower and AEE2 is an “Exempt Wholesale Generator” as such term is defined in Section 32 of PUHCA. Neither the Borrower nor any of the AEE Entities is (a) regulated as a “public utility company,” or a “holding company,” a “subsidiary company” or an “affiliate,” in each case, of either a “holding company” or a “public utility company,” as such terms are defined in PUHCA, or (b) except as described in Schedule 5.09, subject to any electric utility regulation under New York law. To the Actual Knowledge of the Borrower, none of the Owner Trust, the Owner Participant, the Agent, the Banks, the Issuing Banks, any Certificateholder nor any of their respective Affiliates is nor, solely by virtue of the execution, delivery or performance of, or the consummation of the transactions contemplated by, the Loan Documents or the Lease Financing (and in the case of the Owner Participant and the Owner Trust, assuming that the representations and warranties of the Owner Participant and the Owner Trust set forth in the Participation Agreement are true and correct at all times), will be regulated as a “public utility company,” or a “holding company,” a “subsidiary company” or an “affiliate,” in each case, of either a “holding company” or a “public utility company,” as such terms are defined in PUHCA nor subject to any electric utility regulation under New York law, provided, however, that the exercise of rights or enforcement of remedies under the Operative Documents or the Loan Documents, as the case may be, by any of the Owner Trust, the Owner Participant, the Agent, the Banks, the Issuing Banks, any Certificateholder or any of their respective Affiliates, that results in such party taking ownership of, or operating control over, the Borrower, any AEE Entity, the Facilities or the Additional Facilities, may result in such party being regulated as a “public utility company,” or a “holding company,” a “subsidiary company” or an “affiliate,” in each case, of either a “holding company” or a “public utility company,” as such terms are defined in PUHCA, or may result in such party being subject to electric utility Regulation Under New York law. Neither the Borrower nor any AEE Entity is subject to electric rate regulation under New York law.
Sample 1

Related to Regulatory Status/Utility Regulation

  • Regulation M Compliance The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Company’s placement agent in connection with the placement of the Securities.

  • Exchange Act Compliance; Regulations T, U and X None of the transactions contemplated herein or in the other Transaction Documents (including, without limitation, the use of proceeds from the sale of the Collateral Portfolio) will violate or result in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase, and no proceeds from the Advances will be used to carry or purchase, any “margin stock” within the meaning of Regulation U or to extend “purpose credit” within the meaning of Regulation U.

  • Section 409A Compliance (a) It is intended that any benefits under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), provided under Treasury Regulations Sections 1.409A-1(b)(4), and 1.409A-1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A. For purposes of Section 409A (including, without limitation, for purposes of Treasury Regulations Section 1.409A-2(b)(2)(iii)), the Executive’s right to receive any installment payments under this Agreement (whether severance payments, if any, or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment” or like terms shall mean separation from service. In no event may Executive, directly or indirectly, designate the calendar year of a payment. Notwithstanding any provision of this Agreement to the contrary, in no event shall the timing of the Executive’s execution of the Release, directly or indirectly, result in the Executive designating the calendar year of payment of any amounts of deferred compensation subject to Section 409A, and if a payment that is subject to execution of the Release could be made in more than one taxable year, payment shall be made in the later taxable year. The Company makes no representation or warranty and shall have no liability to the Executive or any other person if any compensation under this Agreement constitutes deferred compensation subject to Code Section 409A but does not satisfy an exemption from, or the conditions of, Code Section 409A.

  • Tax Law Compliance The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(j) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

  • Code Section 409A Compliance (a) The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, and applicable guidance thereunder (“Code Section 409A”) or comply with an exemption from the application of Code Section 409A and, accordingly, all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A.

  • Regulatory Compliance a. Monitor compliance with the 1940 Act requirements, including:

  • Regulatory Compliance Cooperation (a) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order (A) to effectuate and facilitate any transfer by CIT/VC of any Securities of the Company then held by CIT/VC to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement), (B) to permit CIT/VC (or any Affiliate of CIT/VC) to exchange all or any portion of the voting Securities of the Company then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by CIT/VC in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VC's ownership of voting Securities of the Company and/or provided for in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, and regulations to which it is subject. Such agreements may include restrictions on the 39. redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting securities or total securities (equity and debt) than it is permitted to hold under such laws and regulations.

  • Regulatory Compliance Program of the Sub-Adviser The Sub-Adviser hereby represents and warrants that:

  • Rule 17g-5 Compliance Seller hereby agrees that it shall provide information with respect to the Mortgage Loans or the origination thereof to any Rating Agency or nationally recognized statistical rating organization (“NRSRO”) via electronic mail at rxxx00x0xxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx, with a subject reference of “SEMT 2012-1” and an identification of the type of information being provided in the body of such electronic mail. The Securities Administrator, as the initial Rule 17g-5 Information Provider (the “Rule 17g-5 Information Provider”) shall notify Seller in writing of any change in the identity or contact information of the Rule 17g-5 Information Provider. Seller shall have no liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by it in accordance with the terms of this Agreement or (ii) any malfunction or disabling of the website maintained by the Rule 17g-5 Information Provider. None of the foregoing restrictions in this Section 22 prohibit or restrict oral or written communications, or providing information, between Seller, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to Seller or (ii) such Rating Agency’s or NRSRO’s evaluation of Seller’s operations in general; provided, however, that Seller shall not provide any information relating to the Mortgage Loans to such Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless: (x) borrower, property or deal specific identifiers are redacted; or (y) such information has already been provided to the Rule 17g-5 Information Provider.

  • Regulatory Capitalization Buyer Bank is, and will be upon consummation of the transactions contemplated by this Agreement, “well-capitalized,” as such term is defined in the rules and regulations promulgated by the FDIC. Buyer is, and will be upon consummation of the transactions contemplated by this Agreement, “well-capitalized” as such term is defined in the rules and regulations promulgated by the FRB.

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