Negative Assurance Letter definition

Negative Assurance Letter means a letter provided by U.S. legal counsel providing negative assurance in respect of the disclosure contained in the Registration Statement and other disclosure provided to investors at the time of sale of securities, in form customary for offerings of securities registered under the U.S. Securities Act, and sometimes referred to as a “10b-5 opinion” or “10b-5 statement”;
Sample 1

Examples of Negative Assurance Letter in a sentence

  • Each opinion of counsel shall further include a Negative Assurance Letter.

  • On each Option Closing Date, if any, the Representatives shall have received the favorable opinion of Winston, dated each Option Closing Date, addressed to the Representatives and in form and substance reasonably satisfactory to the Representatives, confirming, as of each Option Closing Date, the statements made by Winston in its opinion and in the Negative Assurance Letter delivered on the Closing Date.

  • On each Option Closing Date, if any, the Representative shall have received the favorable opinion of EGS, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming, as of each Option Closing Date, the statements made by EGS in its opinion and in the Negative Assurance Letter delivered on the Closing Date.

  • The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and Negative Assurance Letter statement of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • On each Option Closing Date, if any, the Representatives shall have received an opinion of Sidley, dated each Option Closing Date, addressed to the Representatives and in form and substance reasonably satisfactory to counsel to the Representatives, confirming, as of each Option Closing Date, the statements made by Sidley in its opinion and in the Negative Assurance Letter delivered on the Closing Date.

  • On each Option Closing Date, if any, the Representatives shall have received an opinion of Xxxxxxxx & Xxxx, dated each Option Closing Date, addressed to the Representatives and in form and substance reasonably satisfactory to counsel to the Representatives, confirming, as of each Option Closing Date, the statements made by Xxxxxxxx & Xxxx in its opinion and in the Negative Assurance Letter delivered on the Closing Date.

  • On each Option Closing Date, if any, the Representative shall have received the favorable opinion of Winston, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming, as of each Option Closing Date, the statements made by Winston in its opinion and in the Negative Assurance Letter delivered on the Closing Date.

  • On each Option Closing Date, if any, the Representative shall have received an opinion of Sidley, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to counsel to the Representative, confirming, as of each Option Closing Date, the statements made by Sidley in its opinion and in the Negative Assurance Letter delivered on the Closing Date.

  • On each Option Closing Date, if any, the Representative shall have received the favorable opinion of Xxxxxxx, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to the Representative, confirming, as of each Option Closing Date, the statements made by Xxxxxxx in its opinion and in the Negative Assurance Letter delivered on the Closing Date.

  • On each Option Closing Date, if any, the Representative shall have received the favorable opinion of Schiff, dated each Option Closing Date, addressed to the Representative and in form and substance reasonably satisfactory to counsel to the Representative, confirming, as of each Option Closing Date, the statements made by Schiff in its opinion and in the Negative Assurance Letter delivered on the Closing Date.

Related to Negative Assurance Letter

  • Title Insurance Company as defined in Section 5.1(l).

  • Title Insurance Policy A title insurance policy maintained with respect to a Mortgage Loan.

  • Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).

  • Title Insurance Policies means, with respect to each Individual Property, an ALTA mortgagee title insurance policy in a form acceptable to Lender (or, if an Individual Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Lender) issued with respect to such Individual Property and insuring the lien of the Mortgage encumbering such Individual Property.

  • Acceptable Insurance Default shall have the meaning assigned to such term or analogous term in the Servicing Agreement.

  • Welcome Letter means the document entitled “welcome letter” containing important details about this group policy;

  • insurance agent means, subject to subsection (2), any person who for any compensation and through any medium does one or more of the following:

  • Specified Insurance Company means any Entity that is an insurance company (or the holding company of an insurance company) that issues, or is obligated to make payments with respect to, a Cash Value Insurance Contract or an Annuity Contract.

  • Insurance Assignment means the valid and effective first legal assignment of the Insurances (together with the notice thereof), to be executed by the Borrower in respect of the Vessel in favour of the Trustee, such assignment and notice to be in the form and on the terms and conditions required by the Agent and the Hermes Agent and agreed on the signing hereof and as specified in paragraph 42 of Schedule 4;

  • Mandate Letter has the meaning ascribed to it in the Memorandum of Understanding between MOHLTC and the LHIN, and means a letter from the Minister to the LHIN establishing priorities in accordance with the Premier’s mandate letter to the Minister.

  • Advisory letter means a nondisciplinary letter to notify a

  • Insurance Report means an insurance report in respect of the Insurances confirming that such Insurances are placed with such insurers, insurance companies and/or clubs in such amounts, against such risks and in such form as acceptable to the Agent (acting on the instructions from the Finance Parties) and comply with the requirements under Clause 26.3 (Insurance) and the GIEK Guarantee prepared by Bank Assure Insurance Services Inc., or such other reputable insurance advisor approved by the Agent, and dated on or about 11 June 2010 and addressed to, and capable of being relied upon by, the Finance Parties.

  • Closing protection letter means an agreement by the division to indemnify a lender or owner or both for loss caused by a division closer’s theft of settlement funds or failure to comply with written closing instructions relating to title certificate coverage when agreed to by the division closer.

  • Required Insurance Policy With respect to any Mortgage Loan, any insurance policy that is required to be maintained from time to time under this Agreement.

  • Mortgage Impairment Insurance Policy A mortgage impairment or blanket hazard insurance policy as described in Section 4.11.

  • FHA Mortgage Insurance Contract means the contractual obligation of the FHA respecting the insurance of a Mortgage Loan.

  • Borrower’s Counsel means Xxxxxx Xxxx Philips & Xxxxxxxx XXX, Xxxxxxx, Xxxxxxx or such other firm of legal counsel as the Borrowers may from time to time designate;

  • Bailee Letter has the meaning assigned to such term in the Custodial Agreement.

  • PJM Reliability Assurance Agreement means that certain Reliability Assurance Agreement Among Load Serving Entities in the PJM Region, on file with FERC as PJM Interconnection L.L.C. Rate Schedule FERC No. 44, and as amended from time to time thereafter. Schedule of Work:

  • R&W Insurance Policy means the representations and warranties insurance policy issued to Buyer in connection with the transactions contemplated hereby.

  • Halifax Abuse Principle means the principle explained in the CJEU Case C-255/02 Halifax and others;

  • Title Insurance An American Land Title Association (ALTA) mortgage loan title policy form 1970, or other form of Title Insurance Policy acceptable to FNMA or FHLMC, including all riders and endorsements thereto, insuring that the Security Instrument constitutes a valid first lien on the related Mortgaged Property subject only to permitted encumbrances.

  • Environmental Insurance Policy means, with respect to any Mortgage Loan or the related Mortgaged Property or REO Property, any insurance policy covering pollution conditions and/or other environmental conditions that is maintained from time to time in respect of such Mortgage Loan, Mortgaged Property or REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders.