Specified Matters definition

Specified Matters means, in connection with the Transactions, (i) the FTAI Infrastructure Management Agreement; (ii) the FTAI Management Agreement; (iii) the Registration Rights Agreement, (iv) the Board determining the treatment in the Transactions of certain income incentive allocations and capital gains incentive allocations allocable by Fortress Worldwide Transportation and Infrastructure General Partnership to Master GP and (v) the Board determining the treatment in the Transactions of certain outstanding options to acquire common shares of the Company held by the Manager and/or its affiliates or employees.

Specified Matters means any action, investigation, review, or inquiry involving the Corporation or its shareholders at any time prior to the Tranche 1 Closing Date relating to foreign investment law matters, which for greater certainty includes (i) the receipt by the Corporation of any notice under the Investment Canada Act or any request for information in relation to any matter under review under Part IV.1 of the Investment Canada Act; and (ii) the receipt by the Corporation of any request for information from CFIUS pursuant to the Defense Production Act of 1950, as amended, and the implementing regulations thereof;

Specified Matters means the matters described in item 4 of Section 8.2(a)(iv) of the Purchaser Disclosure Schedules.

Examples of Specified Matters in a sentence

• Whilst these particulars are prepared with all due care for the convenience of intending purchasers, the information is intended as a preliminary guide only and should not be relied upon as describing any of the Specified Matters referred to in the Regulations made under the above Act.

• The Parties agree that, upon the Closing, the Specified Matters constitute Third Party Claims that have been previously notified to the Sellers and as to which the Sellers have declined their right to assume the defense of either such matter; provided, that the Buyer Indemnified Parties shall not enter into any settlement of the Specified Matters without the prior written consent of Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed).

• Consequently these particulars should be treated as a general guidance only and cannot be relied upon accurately describing any of the Specified Matters prescribed by any Order made under the Property Misdescriptions Act 1991.

• The Parties agree that, other than a claim for Fraud, from and after the Closing, the sole and exclusive remedies of the Buyer Indemnified Parties for any Losses based upon, arising out of or otherwise in respect of the Specified Matters are the indemnification obligations of Sellers set forth in this Article IX.

• Notwithstanding the above, nothing in this Article IX shall be deemed to limit in any manner the Buyer Indemnified Parties’ rights under applicable Law in the case of Fraud, whether with respect to the Specified Matters or otherwise.

More Definitions of Specified Matters

Specified Matters means the subject matter described in the separate letter delivered by MannKind to United Therapeutics and confirmed in writing by United Therapeutics on the Execution Date.

Specified Matters means the matters set forth on Schedule 9.3(f) and (g).

Specified Matters means the matters set forth on Section 1.01(c) of the Sellers’ Disclosure Schedule.

Specified Matters is defined in Section 9.01(c).

Specified Matters has the meaning set forth in Section 8.1(b)(i).

Specified Matters means the items listed in Section 10.1(b) of the Seller Disclosure Letter.

Specified Matters means any investigations, criminal or civil, and any civil suits (whether or not brought in the name of, or on behalf of, any governmental entity), including any qui tam action, arising from or relating to the matters referenced under “Governmental Investigations” (or any future inquiries, investigations or subpoenas arising from, related to or developing as a result of such matters or the underlying business activities of Xxxxxx Xxxxxxxx with respect thereto) as set forth in Note 16 to the Financial Statements of Xxxxxx Xxxxxxxx of the 2012 Annual Report of Xxxxxx Xxxxxxxx on Form 10-K, filed with the SEC as of February 22, 2013, as well as any matters specified on Section 6.1(g) of the Xxxxxx Xxxxxxxx Disclosure Schedule;