Possess means to have physical possession or otherwise to exercise dominion or control over tangible property.
Grantors’ Agent means Xxxxxxxx Group Holdings Limited or any other person appointed as agent of the Grantors in accordance with the Principal Finance Documents.
do means, for the relevant Applicable Period, the number of Business Days in such Applicable Period;
Lawfully admitted for permanent residence means the status of having been lawfully accorded the privilege of residing permanently in the United States as an immigrant in accordance with the immigration laws, such status not having changed.
IT means Information Technology.
Guarantor’s Board of Directors means, with respect to any Guarantor, either the board of directors of such Guarantor or any duly authorized committee of that board.
extent in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase does not mean simply “if;”
FAR means the Federal Acquisition Regulation, issued as Chapter 1 of Title 48, Code of Federal Regulations.
Subsistence means such subsistence as is reasonable in the circumstances of the employment in question, and does not include accommodation; and
Guarantor Collateral all of the property (tangible or intangible) purported to be subject to the lien or security interest purported to be created by any mortgage, deed of trust, security agreement, pledge agreement, assignment or other security document heretofore or hereafter executed by any Guarantor as security for all or part of the Obligations or the Guarantees.
May means that a certain feature, component, or action is permissible, but not required.
necessary skills means skills and experience, other than professional qualifications, specified by the Corporation as appropriate for members to have;
Disturber is defined as a technology recognized by industry standards bodies that significantly degrades service using another technology (such as how AMI T1x affects DSL).
Qualified Foreign Entity means a corporation, trust, association or partnership organized outside the
Protect means taking measures to safeguard personally identifiable information and prevent its breach that are functionally equivalent to those called for in that OMB memorandum and elaborated on in the [federal] General Services Administration (GSA) Directive CIO P 2180.1 GSA Rules of Behavior for Handling Personally Identifiable Information.
Additional Documents has the meaning specified therefor in Section 5.12 of the Agreement.
That (a) subject to paragraph 5B(b), the exercise by the Directors during the Relevant Period of all the powers of the Company to repurchase its own shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or on any other stock exchange on which the securities of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange on which the securities of the Company may be listed as amended from time to time, be and is hereby generally and unconditionally approved;
Assent means a child's affirmative agreement to participate in research. Mere failure to object should not, absent affirmative agreement, be construed as assent.
Continuance means a change in the date or time of when a brief adjudicative proceeding or formal administrative hearing will occur.
Medically Necessary Services means those covered services that are, under the terms and conditions of the contract, determined through contractor utilization management to be:
Medically necessary care means care that is (1) appropriate and consistent with and essential for the prevention, diagnosis, or treatment of a Patient’s condition; (2) the most appropriate supply or level of service for the Patient’s condition that can be provided safely; (3) not provided primarily
Safeguard means any procedures, practices, or actions with respect to the Project, a Site or Work for the purpose of preventing, mitigating, or containing foreseeable accidents, injuries, damage, release of hazardous material or environmental harm.
Applicable Law means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to the environment or health and safety, of any Governmental Authority that apply to the Parties or the subject matter of this Agreement.
believe refers to the good faith belief of each of those lawyers. Based solely upon oral telephonic advice from one or more members of the Commission’s staff, we inform you that no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or threatened by the Commission. We are not representing the Company, the Partnership or any Subsidiary in any pending litigation in which it is a named defendant that challenges the validity or enforceability of, or seeks to enjoin the performance of, the Agreement. EXHIBIT 7(n)(i) Further, we confirm to you that the Registration Statement, as of its effective time and date, and the Prospectus, as of the date of the Prospectus, appeared to us on their face to be responsive in all material respects to the requirements of the form on which the Registration Statement was filed, as well as the applicable requirements of Regulation C under the Securities Act, except that the foregoing statement does not address any requirement relating to financial statements and related notes, financial statement schedules or financial or accounting data contained in the Registration Statement or the Prospectus. This letter is furnished by us as counsel for the Company to you in connection with the Agreement and is solely for your benefit in connection with the issuance to you of the Shares, and may not be relied on for any other purpose by you or anyone else. EXHIBIT 7(n)(i) Exhibit 7(n)(ii) FORM OF TAX OPINION OF XXXXXXX PROCTER LLP TO BE DELIVERED PURSUANT TO SECTION 7(n)(i) Ladies and Gentlemen: We have acted as counsel for DiamondRock Hospitality Company, a Maryland corporation (the “Company”), in connection with the Company’s automatic shelf registration statement on Form S-3, as amended by a post-effective amendment filed on March 9, 2009 (File No. 333-157753) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on March 6, 2009, as amended by the prospectus supplement dated July 27, 2009 (as so amended or supplanted, the “Registration Statement”), and sale by the Company through Cantor Xxxxxxxxxx & Co (“CF&Co), in one or more offerings, of up to $75,000,000 aggregate maximum offering price of shares of common stock, $0.01 par value per share (the “Shares”), of the Company pursuant to the sales agreement dated July 27, 2009 (the “Sales Agreement”) among the Company, DiamondRock Hospitality Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), and CF&Co. This opinion letter addresses the Company’s qualification as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”), the classification of the Operating Partnership for federal income tax purposes, and the accuracy of certain matters discussed in the Registration Statement under the heading “Federal Income Tax Considerations Related to our REIT Election” and in the prospectus supplement under the heading “Supplement to Federal Income Tax Considerations.”
Assured means the Energy Company and its non-consolidated subsidiaries and affiliates included for reinsurance under paragraphs 2 and 3 above, both independently and as participants in joint ventures with others.
Foreign entity means an entity other than a domestic entity.