URALSIB Comfort Letter means the letter in agreed form from URALSIB to the Company agreeing to discharge the URALSIB Encumbrances upon repayment of certain specific indebtedness;
Comfort Letter has the meaning given to that term in subsection 6.1(k)(i) hereto;
comfort letters signed by the Company's independent public accountants who have examined and reported on the Company's financial statements included in the registration statement, to the extent permitted by the standards of the American Institute of Certified Public Accountants, covering substantially the same matters with respect to the registration statement (and the prospectus included therein) and (in the case of the accountants' "comfort" letters) with respect to events subsequent to the date of the financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' "comfort" letters delivered to the underwriters in underwritten public offerings of securities, to the extent that the Company is required to deliver or cause the delivery of such opinion or "comfort" letters to the underwriters in an underwritten public offering of securities;
Company Counsel means Xxxxxxxxxx PLLC, with offices located at 0000 Xxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000.
Special Counsel means one special counsel to the Holders, for which the Holders will be reimbursed by the Company pursuant to Section 4.
Company U.S. Counsel means Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation.
Legal Opinion means any legal opinion delivered to the Agent under Clause 4.1 (Initial conditions precedent) or Clause 29 (Changes to the Obligors).
Special Legal Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporate law and neither presently is, or in the past two years has been, retained to represent (i) the Indemnitor or the Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Agent’s Counsel means Xxxxxx Xxxxxx Xxxxxxx LLP;
Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).
Purchaser Counsel has the meaning set forth in Section 6.2(a).
Plaintiffs’ Counsel means Lead Counsel and all other legal counsel who, at the direction and under the supervision of Lead Counsel, performed services on behalf of the Settlement Class in the Action.
Reporting Accountants means an accounting firm of international repute as agreed by the Seller and the Purchaser or, if that firm is unable or unwilling to act in any matter referred to them under this Agreement, such other firm of accountants to be agreed by the Seller and the Purchaser within seven (7) days of a notice by one to the other requiring such agreement or failing such agreement to be nominated on the application of either of them by or on behalf of the Institute of Chartered Accountants in England and Wales;
Accountants shall have the meaning set forth in Section 9.7 hereof.
Private Letter Ruling shall have the meaning set forth in the Recitals.
Senior Counsel means a legal practitioner appointed by the President as a Senior Counsel of Namibia in terms of section 79(3) of the Legal Practitioners Act, 1995 (Act No. 15 of 1995).
Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).
Counsel means a barrister and/or solicitor or a firm of barristers and/or solicitors retained by the Warrant Agent or retained by the Corporation, which may or may not be counsel for the Corporation;
LLP means a limited liability partnership as defined under the Limited Liability Partnership Act, 2008;
Defendants’ Counsel means Xxxxxx X. Xxxxxx and Xxxxx X. Xxxxxx of Xxxxxxx Xxxxxxxxx, P.C.
Independent Accountants shall have the meaning set forth in Section 4.11(a).
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;
Fee and Expense Application means the motion to be filed by Class Counsel, in which they seek approval of an award of attorneys’ fees, costs, and expenses.
Lenders’ Counsel means the firm of XxXxxxxx Xxxxxxxx LLP or such other firm of legal counsel as the Agent may from time to time designate and any and all local agent counsel retained by XxXxxxxx Xxxxxxxx LLP for and on behalf of the Agent.
Additional Form 10-D Disclosure As defined in Section 11.07.