At the Closing, immediately following the consummation of the steps and transactions described in Section 2.05, JV NewCo shall, or shall cause its Subsidiaries to, repay the Qualified Liabilities by paying the Qualified Liability Repayment Amount to the applicable obligees with respect to the Qualified Liabilities.
Specified Liabilities means Claims (as defined in the Indemnification Agreement).
Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
Indemnified Liabilities has the meaning specified in Section 10.05.
Qualified license means a valid support agreement to include Embedded Maintenance with SAP
Qualified Liquidation The meaning set forth from time to time in the definition thereof at Section 860F(a)(4) of the Code (or any successor statute thereto) and applicable to the Trust.
Qualified Loan means a loan made under this act or former 1961 PA 108 from this state to a school district to pay debt service on a qualified bond.
Qualified Lender means a lender approved by the federal department of housing and urban development to enter into a loan insured by the federal government under 12 USC 1715z−20.
Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.
Specified Legal Expenses means, to the extent not constituting an extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative).
Qualified local governmental unit means that term as defined in the obsolete property rehabilitation act, 2000 PA 146, MCL 125.2781 to 125.2797.
Specified Loan Party means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.11).
Disqualified Lender has the meaning specified in Section 10.06(b)(v).
Qualified Equity Interest means, with respect to any Person, any Equity Interest of such Person that is not a Disqualified Equity Interest.
Disqualified Lenders means any direct competitor of Holdings or any of its Subsidiaries, in each case, identified by such Person’s name in a written notice to the Administrative Agent delivered at any time after the Closing Date, which notice (A) shall be mutually acceptable to the Administrative Agent and the Borrower, (B) may be made available by the Administrative Agent on a Platform accessible by all Lenders and (C) shall become effective two Business Days after the posting thereof; provided that any such notice may be updated from time to time (a) to include (i) additional direct competitors of Holdings or any of its Subsidiaries identified by such Person’s name or (ii) Affiliates of such competitors that are either (x) identified by such Person’s name or (y) readily identifiable as such on the basis of such Affiliate’s name, (b) may be made available by the Administrative Agent on a Platform accessible by all Lenders, (c) shall be in form satisfactory to the Administrative Agent and (d) shall become effective two Business Days after the posting thereof. Notwithstanding the foregoing, in no event shall (1) any such update apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans and/or Revolving Credit Commitments, Extended Revolving Credit Commitments or Replaced Revolving Commitments as permitted herein and (2) any bona fide debt fund, investment vehicle, regulated banking entity or non-regulated lending entity that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans or bonds and/or similar extensions of credit in the ordinary course of business which is managed, sponsored or advised by any Person Controlling, Controlled by or under common Control with a competitor of Holdings or any of its Subsidiaries or its Controlling owner and for which no personnel involved with the competitive activities of such competitor or Controlling owner (I) makes any investment decisions for such debt fund or (II) has access to any confidential information (other than publicly available information) relating to the Borrower and its Subsidiaries be deemed a Disqualified Lender.
Qualified Nurse means a person who holds a valid registration from the Nursing Council of India or the Nursing Council of any state in India.
Qualified veteran means a person who meets the following requirements:
Related Indemnitee Group has the meaning specified in Section 4.02(b) of the Participation Agreement.
Indemnified Amounts Defined in Section 11.1.
Related Indemnified Person of an Indemnitee means (a) any controlling person or controlled affiliate of such Indemnitee, (b) the respective directors, officers, or employees of such Indemnitee or any of its controlling persons or controlled affiliates and (c) the respective agents of such Indemnitee or any of its controlling persons or controlled affiliates, in the case of this clause (c), acting at the instructions of such Indemnitee, controlling person or such controlled affiliate; provided that each reference to a controlled affiliate or controlling person in this definition shall pertain to a controlled affiliate or controlling person involved in the negotiation or syndication of the Facility.
Disqualified Equity Interest means, with respect to any Person, any Equity Interest in such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon the happening of any event or condition:
Related Person means, with respect to any specified Person, such Person’s Affiliates, and the respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates.
Qualified Equity Interests means all Equity Interests of a Person other than Disqualified Equity Interests.
Indemnified Amount has the meaning set forth in Section 8.01.
Qualified escrow fund means an escrow arrangement with a federally or state-chartered financial institution having no affiliation with any tobacco product manufacturer and having assets of at least one billion dollars where such arrangement requires that such financial institution hold the escrowed funds’ principal for the benefit of releasing parties and prohibits the tobacco product manufacturer placing the funds into escrow from using, accessing, or directing the use of the funds’ principal except as consistent with section 453C.2, subsection 2, paragraph “b”.
Qualified expenses means lost wages not compensated by sick pay and unreimbursed medical expenses as defined for federal income tax purposes, to the extent not deducted in computing federal taxable income, whether or not the taxpayer itemizes federal income tax deductions.
Excluded Liability means any liability that is excluded under the Bail-In Legislation from the scope of any Bail-In Action including, without limitation, any liability excluded pursuant to Article 44 of the Bank Recovery and Resolution Directive.