Spin-Off Representation Letter definition

Spin-Off Representation Letter means an officer’s certificate in which certain representations, warranties and covenants are made on behalf of HEI and its Subsidiaries and ASB Hawaii and its Subsidiaries in connection with the issuance of the Tax Opinion.

Examples of Spin-Off Representation Letter in a sentence

  • Except as set forth on Company Schedule 4.15(d) and subject to normal wear and tear and to scheduled or necessary repairs in the Ordinary Course of Business, all material Fixtures, Facilities and Equipment are in serviceable condition except where the failure to be in such condition, individually or in the aggregate, would not reasonably be likely to have a Material Adverse Change on the Seller or the Company.

  • Guarantor represents and warrants that it is a duly organized and validly existing under the laws of .

  • Investment income earned by the Trust is only allocated to the policy year to the extent required to bring that year into overall balance.

Related to Spin-Off Representation Letter

  • DTC Representation Letter means the Blanket Letter of Representation from the Issuer and the Paying Agent to DTC which provides for a book-entry system, or any agreement between the Issuer and Paying Agent and a successor securities depository duly appointed.

  • Investment Representation Letter As defined in Section 5.02(b).

  • Representation Letter Letters to, or agreements with, the Depository to effectuate a book entry system with respect to the Class A Certificates registered in the Register under the nominee name of the Depository.

  • Representation Letters means the representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS) delivered or deliverable by, or on behalf of, Parent, SpinCo and others in connection with the rendering by Tax Advisors and/or the issuance by the IRS of the Tax Opinions/Rulings.

  • Tax Representation Letters shall have the meaning set forth in Section 5.11(c).

  • Blanket Issuer Letter of Representations means the Representation Letter from the Issuer to DTC, with respect to the Bonds.

  • Letter of Representations means any applicable agreement between the Issuer and the applicable Clearing Agency, with respect to such Clearing Agency’s rights and obligations (in its capacity as a Clearing Agency) with respect to any Book-Entry Securitization Bonds.

  • Designation Letter means, with respect to any Designated Subsidiary, a letter in the form of Exhibit E hereto signed by such Designated Subsidiary and the Company.

  • Termination Letter has the meaning specified in Section 2.17(b).

  • Resignation Letter means a letter substantially in the form set out in Schedule 7 (Form of Resignation Letter).

  • Acquisition Agreement Representations means such of the representations made by or on behalf of the Target in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the accuracy of any such representation is a condition to the obligations of Holdings or an Affiliate thereof to close under the Acquisition Agreement or Holdings (or an Affiliate thereof) has the right to terminate its obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • representation agreement means the written agreement between a money transfer service provider and a representative of the money transfer service provider that states the terms on which the representative offers the money transfer service within Australia;

  • Instruction Letter means written instructions in a form acceptable to NCPS and executed by Issuer Party with Issuer Party directing NCPS to promptly disburse the Escrow Funds to Issuer pursuant to Section 4(a).

  • Transfer Agent Instruction Letter means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue Underlying Shares pursuant to the Transaction Documents, in the form of Exhibit B attached hereto.

  • Schedule of Representations means the Schedule of Representations and Warranties attached hereto as Schedule B.

  • Confirmation Letter means a letter issued by any applicable Rating Agency to the effect that neither (a) the resignation of Provident as Servicer under the Servicing Agreement and appointment of Litton as successor Servicer thereunder, nor (b) the amendments exxxxxxated by this Agreement, will adversely affect the then current ratings on the Certificates then being rated.

  • Disbursement Instruction Agreement means an agreement substantially in the form of Exhibit B to be executed and delivered by the Borrower pursuant to Section 6.1.(a), as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.

  • Representation Date shall have the meaning ascribed to such term in Section 4(k).

  • Account Designation Letter means a letter from the Borrower to the Administrative Agent, duly completed and signed by an Authorized Officer of the Borrower and in form and substance reasonably satisfactory to the Administrative Agent, listing any one or more accounts to which the Borrower may from time to time request the Administrative Agent to forward the proceeds of any Loans made hereunder.

  • Investor Letter means that certain Investor Letter, substantially in the form attached hereto as Exhibit B.

  • Specified Purchase Agreement Representations means the representations and warranties made by the Seller or the Company in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower (or the Borrower’s Affiliates) has the right (taking into account any applicable cure provisions) to terminate the Borrower’s (or such Affiliates’) obligations under the Purchase Agreement, or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof), as a result of a breach of such representations and warranties.

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

  • Risk Retention Letter As described in the Offering Circular, that certain letter agreement entered into by Xxxxxxx Mac, dated as of the Closing Date.

  • Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(a).

  • Non-Controlling Note Holder Representative shall have the meaning assigned to such term in Section 6(c).

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.