Parent Letter definition

Parent Letter means the letter from Parent to the Company dated the date hereof, which letter relates to this Agreement and is designated therein as the Parent Letter.
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Parent Letter means a letter prepared by Parent in connection with the performance of its obligations under this Agreement, which states that the relevant Schedules, notices or other information to be provided by Parent to the Beneficiaries, along with all supporting schedules and work papers, were prepared in a manner that is consistent with the terms of this Agreement and, to the extent not expressly provided in this Agreement, on a reasonable basis in light of the facts and law in existence on the date such Schedules, notices or other information were delivered by Parent to the Beneficiaries.
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Parent Letter shall have the meaning set forth in the first sentence of ARTICLE V.
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Examples of Parent Letter in a sentence

  • As of October 17, 1997, the Trust beneficially owned 51,302,015 SLT Units and Parent and its subsidiaries beneficially owned 51,302,015 SLC Units and the remaining issued and outstanding SLT Units and SLC Units were owned by the persons and in the quantities set forth in Section 2.2 of the Parent Letter.

  • Except as set forth in Section 2.15 of the Parent Letter, neither Parent nor any of its Subsidiaries has infringed any Intellectual Property Rights of any third party other than any infringements that, individually or in the aggregate, would not have a Material Adverse Effect on Parent.

  • The information set forth in the Parent Letter by Parent for purposes of this Agreement is true and accurate in all material respects.

  • The approximate aggregate amount of indebtedness of the Parent Companies and their respective Subsidiaries as of September 30, 1997, is set forth in Section 2.7 of the Parent Letter.

  • For purposes of this Agreement, “Knowledge of Parent” means the actual knowledge of the individuals identified in Section 2.8(a) of the Parent Letter.

  • Notwithstanding the first sentence of this Section 5.4, neither the Company nor any of its accountants, counsel, financial advisors or other representatives shall have access to any information relating to the matters described in Section 5.4 of the Parent Letter.

  • Except as disclosed in Item 5.13 of the Parent Letter or in the Parent Filed SEC Documents, neither Parent nor any of its Subsidiaries is subject to any outstanding judgment, order, writ, injunction or decree that would reasonably be expected to have a Material Adverse Effect on Parent or prevent or materially delay the consummation of the Offer and/or the Merger.

  • Except as set forth in Section 2.2 of the Parent Letter, Exhibit 21 to the Annual Report on Form 10-K of the Parent Companies for the year ended December 31, 1996 (the "Parent Annual Report"), as filed with the Securities and Exchange Commission (the "SEC"), is a true, accurate and correct statement in all material respects of all the information required to be set forth therein by the rules and regulations of the SEC.

  • Other than the aggregate number of Parent Partnership Units owned by the limited partners of Parent OP set forth in Section 4.05(a) of the Parent Letter, Parent directly owns all of the issued and outstanding Parent Partnership Units of Parent OP, free and clear of any Liens, and all Parent Partnership Units have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive rights.

  • Except for the Confidentiality Agreement, this Agreement (together with the Company Letter and the Parent Letter) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.


More Definitions of Parent Letter

Parent Letter means that certain letter dated July 28, 1989 from The Sanwa Bank Limited to Lessee.
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Parent Letter means the letter from Parent to the Company dated the date hereof, which letter relates to this Agreement and is designated therein as the Parent Letter. "Paying Agent" shall have the meaning set forth in Section 3.2(a). "PBCL" means the Business Corporation Law of 1988, as amended, of the Commonwealth of Pennsylvania. "Person" shall mean any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity. "Preferred Stock" shall have the meaning set forth in Section 4.3. "Premises" shall have the meaning set forth in Section 4.15(a)(ii). "Proxy Statement" shall have the meaning set forth in Section 4.8. "Schedule 13E-3" shall have the meaning set forth in Section 1.1(b). "Schedule 14D-1" shall have the meaning set forth in Section 1.1(b). "Schedule 14D-9" shall have the meaning set forth in Section 1.2(b). "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder. "Shares" shall have the meaning set forth in the second Whereas provision of this Agreement. "Standstill Agreement" means the Standstill Agreement by and between EM Industries, Incorporated and the Company, dated as of February 27, 1995, as amended by Amendment No. 1 to the Standstill Agreement, dated September 15, 1995, by and among EM Industries, Incorporated, Parent and the Company. "Shareholders Agreement" shall have the meaning set forth in the fifth Whereas provision of this Agreement. "Shareholders Meeting" shall have the meaning set forth in Section 7.1(a). "Sub" shall have the meaning set forth in the introductory paragraph of this Agreement. "Subsidiary" or "Subsidiary" of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person. "Surviving Corporation" shall have the meaning set forth in Section 2.1. "Takeover Proposal" shall have the meaning set forth in Section 6.2(a). "Tax" shall have the meaning set forth in Section 4.12(f). "Tax Return" shall have the meaning set forth in Section 4.12(f). "Transfer Taxes" shall have the meaning set forth in Section 7.5. "Unaffiliated Directors"...
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Parent Letter means the letter, dated the date of this Agreement, regarding this Agreement that has been provided by Xxxxxx and Buyer to the Company concurrently with the execution of this Agreement.
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Related to Parent Letter

  • Parent Agreement has the meaning given to it in Clause 12;

  • Management Letter means formal communications from the auditor to the client management in accordance with the International Standard on Auditing 265 (communicating deficiencies in internal control to those charged with governance and management), which is not required to be provided separately as it is equivalent to the Audit Findings and Recommendations prepared by the Project auditor and submitted to ADB;

  • Merger Agreement has the meaning set forth in the Recitals.

  • Commitment Letter has the meaning set forth in Section 5.7.

  • Investment Letter shall have the meaning specified in subsection 9.07(a).

  • Transaction Agreement has the meaning set forth in the recitals.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Engagement Letter means that certain Engagement Letter, dated as of June 18, 2015, by and among the Borrower and the Arrangers.

  • Independent living arrangement means placement of (i) a child at least 16 years of age who is in

  • Bank Merger Agreement has the meaning set forth in Section 6.10.

  • Acquisition Agreement as defined in the recitals hereto.

  • Disbursement Letter means an instructional letter executed and delivered by Administrative Borrower to Agent regarding the extensions of credit to be made on the Closing Date, the form and substance of which is satisfactory to Agent.

  • Commitment Letters has the meaning set forth in Section 4.5.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Contract Letter means the letter identifying those documents which form the Contract.

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Master Separation Agreement has the meaning set forth in the recitals.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Merger Documents means, collectively, this Agreement, the Certificate of Merger, and all other agreements and documents entered into in connection with the Merger and the other transactions contemplated hereby.

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Master Transaction Agreement has the meaning set forth in the recitals.