Qualified Spend definition

Qualified Spend means: • All “PFAS Liabilities”, which shall mean any and all claims of harm including but not limited to environmental, commercial and/or personal harm alleged to be related to the manufacture, marketing, design, sale, distribution, supply or use of per and poly fluoroalkyl substances (“PFAS”), regardless of site or product, except to the extent they resulted from the post July 1, 2015 conduct of any Party (or any of its respective Indemnitees). • •Qualified Spend includes: • all Indemnifiable Losses, including punitive damages, to the extent relating to, arising out of, by reason of or otherwise in connection with PFAS Liabilities (including any mutually agreed upon settlements). • any costs or amounts to ▇▇▇▇▇, remediate, financially assure, defend, settle or otherwise pay for all pre-July 1, 2015 PFAS Liabilities or exposure, regardless of when those liabilities are manifested. Includes NRD claims associated with PFAS Liabilities. • fines and/or penalties from governmental agencies for legacy EID PFAS emissions or discharges prior to the Spin-Off • GenX, except for the following: (1)
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Examples of Qualified Spend in a sentence

  • Defense costs incurred in management and defense under this bullet shall be part of Qualified Spend.

  • If a Party breaches (i) its escrow-funding obligations, (ii) its covenant not to ▇▇▇ in any material respect, or (iii) its funding obligation in respect of Qualified Spend in any material respect, the following shall apply.

  • Tax Matters To the extent a Party realizes any tax benefit in cash or a reduction in taxes otherwise payable, measured on a “with and without basis,” from any Qualified Spend or other cost or expense that is the subject of the sharing arrangement in this MOU, it will be shared with the other Parties in proportion to the Parties’ respective contributions, with the Definitive Agreement(s) to set forth the mechanism for doing so.

  • Terms of Settlements Prior to the Termination Date, all settlements to the extent they resolve matters within Qualified Spend shall require, to the maximum extent permitted by law, the mutual consent of all Parties.

  • Notwithstanding the foregoing, Chemours shall be responsible for paying all costs of any bonds required under ISRA for a remediation funding source with respect to the sites assigned to it under the Separation Agreement, and for paying its share of Qualified Spend under the circumstances set forth in the exception in the preceding bullet.

  • Termination Date Subject to the terms under the heading “Termination and Effect of Breach” below, the arrangements set forth in the Definitive Agreement(s) terminate upon the earlier to occur of (i) December 31, 2040, (ii) the day on which the aggregate amount of Qualified Spend is equal to $4,000,000,000 or (iii) the termination of the Definitive Agreement(s) otherwise in accordance with the terms under the heading “Termination and Effect of Breach” below.

  • DuPont’s and Corteva’s share of Qualified Spend shall not exceed $2,000,000,000 in the aggregate.

  • Claims/fines/penalties regarding the construct of the Spin-Off (including fraudulent transfer; provided, for the avoidance of doubt, if a Claim seeks recovery for both PFAS Liabilities themselves and matters regarding the construct of the Spin-Off, only the portion of such Claim regarding the construct of the Spin-Off shall be excluded from Qualified Spend), or any subsequent spin or transaction undertaken by DuPont or Corteva.

  • In the event of a good-faith dispute about the extent to which any such particular Claim falls within Qualified Spend, any such disputed portion of such Claim shall be treated as Qualified Spend for purposes of determining and sharing Qualified Spend hereunder unless and until there is a final and binding arbitration decision that such disputed portion of such Claim is not within Qualified Spend (in which case there will be recoupment of amounts incorrectly contributed).

  • Order of Spend Starting on the date of this MOU and ending on the Termination Date (as defined above), (x) Chemours shall bear 50% of any Qualified Spend and (y) DuPont and Corteva shall bear 50% of any Qualified Spend.

Related to Qualified Spend

  • Qualified Subsidiary means a Subsidiary that meets the definition of “a company controlled by its parent company” as defined in Rule 3a-5 under the 1940 Act.

  • Qualified student means a resident of this state who:

  • Qualified Servicer means any nationally recognized commercial mortgage loan servicer (1) rated at least “CSS3,” in the case of a special servicer, or at least “CMS2,” in the case of a master servicer, by Fitch, (2) on the S&P Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, (3) as to which neither Moody’s nor KBRA has cited servicing concerns of such servicer as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any CMBS transaction rated by Moody’s or KBRA, as applicable, and serviced by such servicer prior to the time of determination, (4) a servicer that (i) during the 12-month period prior to the date of determination, acted as master servicer or special servicer, as applicable, in a commercial mortgage loan securitization rated by Morningstar and (ii) Morningstar has not qualified, downgraded or withdrawn the then-current rating or ratings of one or more classes of such certificates citing servicing concerns with the servicer or special servicer, as applicable, as the sole or material factor in such rating action and (5) in the case of DBRS, that within the twelve (12) month period prior to the date of determination such servicer was acting as servicer or special servicer, as applicable, in a commercial mortgage loan securitization that was rated by DBRS and DBRS has not downgraded or withdrawn the then current rating on any class of commercial mortgage securities or placed any class of commercial mortgage securities on watch citing the continuation of such servicer as servicer or special servicer, as applicable, of such commercial mortgage securities as a material reason for such downgrade or withdrawal. For purposes of this definition, for so long as any Note is included in a Securitization, the ratings or actions of any Rating Agency that is not rating any such Securitization(s) shall not be considered.

  • Qualified school means a nongovernmental primary or secondary

  • Qualified service provider means a Person with specific educational training or at least two years of experience in delivering the Supportive Service(s).