indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium necessary to accomplish such
refinancing and such reasonable fees and expenses incurred in connection therewith).
Registration Statement has the
meaning set forth in Section 3.17.
Representatives shall mean, with respect to any Person, such Persons
directors, officers, employees, investment bankers, financial advisors, attorneys, accountants, agents and other representatives.
Rights shall mean, with respect to any Person, subscriptions, options, restricted units, equity appreciation rights,
profits interests or other equity-based interests, warrants, calls, convertible or exchangeable securities, rights, preemptive rights, preferential purchase rights, rights of first refusal or any similar rights, commitments or agreements of any
character providing for the issuance of any partnership interests, voting securities or equity interests of such Person, including any representing the right to purchase or otherwise receive any of the foregoing or any securities convertible into or
exchangeable or exercisable for such partnership interests, voting securities or equity interests.
Sarbanes-Oxley Act
has the meaning set forth in Section 3.5(a).
SEC means the United States Securities and Exchange Commission.
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Subsidiaries means, when used with reference to Parent or NMCI, the Parent Subsidiaries or the NMCI Subsidiaries,
respectively.
Surrender means, when used with reference to an NMCI Public Unit, the proper delivery of an NMCI
Certificate (or lost certificate affidavit as contemplated by Section 2.2(b)) or the proper completion, with respect to a Book-Entry NMCI Common Unit, of all procedures necessary, in either case, to effect the transfer of such
NMCI Public Unit in accordance with the terms of the Letter of Transmittal and such other procedures as may be reasonably established by the Exchange Agent.
Surviving Entity has the meaning set forth in Section 2.1(b).
Tax Return means all reports, estimates, declarations of estimated Tax, claims for refund, information statements, forms
and returns relating to, or required to be filed in connection with, any Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied to, or required to be supplied to, a Governmental Entity.
Tax or Taxes means (i) all taxes, however denominated, including any interest, penalties or other
additions to tax that may become payable in respect thereof, imposed by any Governmental Entity, which taxes shall include, without limiting the generality of the foregoing, all income or profits taxes (including, but not limited to, federal income
taxes and state income taxes), gross receipts taxes, net proceeds taxes, alternative or add-on minimum taxes, sales taxes, use taxes, real property gains or transfer taxes, ad valorem taxes, property taxes, value-added taxes, franchise taxes,
production taxes, severance taxes, windfall profit taxes, withholding taxes, payroll taxes, employment taxes, excise taxes and other obligations of the same or similar nature to any of the foregoing and (ii) any liability in respect of any
items described in clause (i) payable by reason of contract, assumption, transferee or successor liability, operation of law, Treasury Regulations Section 1.1502-6 (or any similar provision of law) or otherwise.
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