IRS
means the United States Internal Revenue Service.
IT Systems
means the hardware, Software, computerized databases, data communication lines, network and telecommunications
equipment, Internet-related information technology infrastructure, wide area network and other information technology and communications equipment, owned, leased or licensed by the Company or any of its Subsidiaries.
Kindred TEV
means an amount equal to $4,100,000,000.
Knowledge
means, when used with respect to the Company, the actual knowledge of the individuals set forth in
Section
10.01(c)
of the Company Disclosure Letter as of the applicable date, without inquiry (and shall in no event include constructive, imputed or similar concepts of knowledge).
Laws
means any domestic or foreign laws, common law, statutes, ordinances, rules, regulations, codes, Orders or
legally enforceable requirements, criteria, policy or guideline enacted, issued, adopted, promulgated, enforced, ordered or applied by any Governmental Entity.
Lease
means all leases, subleases, licenses and other agreements under which the Company or any of its Subsidiaries
leases, uses or occupies, or has the right to use or occupy, any real property.
Leased Real Estate
means all real
property that the Company or any of its Subsidiaries leases, subleases or otherwise uses or occupies, or has the right to use or occupy, pursuant to a Lease.
Leased Material Real Estate
means any Leased Real Estate the Lease for which provides for aggregate remaining base rent
obligations for the current term (assuming no exercise of any renewal options) in excess of $5,000,000.
Legal
Action
means any civil, criminal or administrative claim, action, suit, arbitration, proceeding, cease and desist letter, demand, citation, summons, subpoena, or, to the Knowledge of the Company, governmental investigation.
Liens
means, with respect to any property or asset, all pledges, liens, mortgages, charges, encumbrances,
hypothecations and other forms of security interest of any kind or nature whatsoever.
Limited Guarantee
has the
meaning set forth in the Recitals.
Listed Persons
has the meaning set forth in
Section
2.07(b)
.
Long-Term Incentive Plan
means the Kindred Healthcare, Inc. 2013 Long-Term
Incentive Plan.
LTIP
Performance Cash Award
has the meaning set forth in
Section
2.07(c)
.
Malware
means any virus, Trojan horse, time bomb,
key-lock,
spyware, worm, malicious code or other software program designed to or able to, without the knowledge and authorization of the Company or any of its Subsidiaries, materially disrupt, disable, harm,
interfere with the operation of or install itself within or on any Software, computer data, network memory or hardware for any of the foregoing purposes.
Marketing Period
means the first period of twenty (20) consecutive Business Days after the date of this Agreement
throughout and at the end of which:
(a) Parent and/or Merger Sub shall have received from the Company all of the Required Information;
provided
, that if the Company shall in good faith reasonably believe it has provided the Required Information, it
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