MCE Discharge definition

MCE Discharge means, with respect to each Group 2 System, (a) except as otherwise provided in the Plan and/or the Confirmation Order for the Plan (or, to the extent approved by Buyer (such approval not to be unreasonably withheld), such other plan that includes the applicable Managed Cable Entity as a debtor and the confirmation order of the Bankruptcy Court approving such plan and effecting the MCE Discharge), the discharge and/or equivalent effect granted pursuant to such confirmation order and sections 363, 1123 and 1141 of the Bankruptcy Code or the equivalent effect pursuant to any other governmental proceeding to the extent approved by Buyer (such approval not to be unreasonably withheld; it being understood that it would be reasonable for Buyer to refuse to grant such approval if such other governmental proceeding would not have the same effect as a bankruptcy discharge in all respects relative to the Transaction), of (i) each applicable Managed Cable Entity, as a debtor in possession, from Liabilities, (ii) interests of, and rights, interest and Claims of the holders of Claims against and interests in, such Group 2 System and Managed Cable Entity and (iii) Encumbrances on, or interests of Persons (other than Seller and its Affiliates) in, the Transferred Assets that are Related to such Group 2 System; it being understood that an MCE Discharge may occur pursuant to the Plan or (b) to the extent the Transaction occurs pursuant to a 363 Sale, the functional equivalent of subparagraph (a) in terms of its effect on Buyer, each Specified Business, the Transferred Assets and the Assumed Liabilities granted pursuant to the 363 Order, and sections 105, 363 and 365 of the Bankruptcy Code.
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MCE Discharge means, with respect to each MCE System, except as otherwise provided in the Plan and the Confirmation Order (or, to the extent approved by Buyer (such approval not to be unreasonably withheld), such other plan that includes the applicable Managed Cable Entity as a debtor and the confirmation order of the Bankruptcy Court approving such plan and effecting the MCE Discharge), the discharge and/or equivalent effect granted pursuant to such confirmation order and sections 363, 1123 and 1141 of the Bankruptcy Code or the equivalent effect pursuant to any other governmental proceeding to the extent approved by Buyer (such approval not to be unreasonably withheld; it being understood that it would be reasonable for Buyer to refuse to grant such approval if such other governmental proceeding would not have the same effect as a bankruptcy discharge in all respects relative to the Transaction), of (i) each applicable Managed Cable Entity, as a debtor in possession, from Liabilities, (ii) interests of, and rights, interest and Claims of the holders of Claims against and interests in, such MCE System and Managed Cable Entity and (iii) Encumbrances on, or interests of Persons (other than Seller and its Affiliates) in, the Transferred Assets that are Related to such MCE System; it being understood that an MCE Discharge may occur pursuant to the Plan.
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MCE Discharge means, with respect to each Group 2 System, except as otherwise provided in the Plan and the Confirmation Order (or, to the extent approved by Buyer (such approval not to be unreasonably withheld), such other plan that includes the
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Related to MCE Discharge

  • New discharger means any building, structure, facility, or installation: (A) From which there is or may be a new or additional discharge of pollutants at a site at which on October 18, 1972, it had never discharged pollutants; (B) Which has never received a finally effective NPDES permit for discharges at that site; and (C) Which is not a “new source”. This definition includes an indirect discharger, which commences discharging into waters of the United States. It also includes any existing mobile point source, such as an offshore oil drilling rig, seafood processing vessel, or aggregate plant that begins discharging at a location for which it does not have an existing permit.

  • Direct discharge means the discharge of a pollutant.

  • Daily discharge means the discharge of a pollutant measured during a calendar day or any 24-hour period that reasonably represents the calendar day for purposes of sampling. For pollutants with limitations expressed in units of mass, the "daily discharge" is calculated as the total mass of the pollutant discharged over the day. For pollutants with limitations expressed in other units of measurement, the "daily discharge" is calculated as the average measurement of the pollutant over the day.

  • Illicit discharge means any discharge to a municipal separate storm sewer that is not composed entirely of stormwater except discharges pursuant to a NPDES permit (other than the NPDES permit for discharges from the municipal separate storm sewer) and discharges resulting from emergency fire fighting activities.

  • Constructive Discharge means the occurrence of any of the following:

  • Indirect discharge means the introduction of pollutants into a POTW from any non-domestic source regulated under section 307(b), (c) or (d) of the Act.

  • Non-stormwater discharge means any discharge not comprised entirely of stormwater discharges authorized by a NPDES permit.

  • Indirect discharger means a non-domestic discharger introducing pollutants into a publicly owned treatment and disposal system.

  • Final Discharge Date means the date when all principal, interest and any other costs or outstanding amounts under the Senior Finance Documents have been irrevocably discharged in full and all commitments of the Secured Parties under the Senior Finance Documents have expired, been cancelled or terminated.

  • Senior Discharge Date means the first date on which all of the Senior Debt (other than contingent indemnification obligations) has been paid indefeasibly in full in cash and all commitments of Senior Lenders under the Senior Loan Documents have been terminated.

  • Maximum daily discharge limitation means the highest allowable “daily discharge.”

  • Average monthly discharge limitation means the highest allowable average of “daily discharges” over a calendar month, calculated as the sum of all “daily discharges” measured during a calendar month divided by the number of “daily discharges” measured during that month.

  • Discharge for Cause means a discharge resulting from Employee having (i) committed any act involving moral turpitude, dishonesty, or fraud that, in the good faith opinion of Company, causes a material harm to Company, (ii) failed or refused to follow legal and reasonable policies or directives established and previously given to Employee in writing by Company, (iii) willfully failed to attend to his duties after ten (10) days prior written notice of failure to so act, (iv) committed acts amounting to gross negligence or willful misconduct to the material detriment of Company, or (v) otherwise materially breached any of the terms or provisions of this Agreement after ten (10) days prior written notice of such material breach and failure to cure such breach. Employee shall be deemed to have been discharged for cause upon delivery to Employee of a "Notice of Termination" stating the "Date of Termination" and specifying the particulars of the conduct justifying discharge for cause. Furthermore, if the Employee is terminated without cause, then the Company agrees, if requested by Employee for the sole purpose of exercising any vested options that Employee has the right to exercise, to loan to the Employee an amount equal to (i) the full exercise price of all vested options that the Employee has the right to exercise less (ii) the par value of such shares as are to be exercised. The terms of the loan shall be that it shall be (a) secured by the stock to be purchased, (b) be otherwise non-recourse to the Employee, (c) bear interest at the prime rate of interest as published from time to time in The Wall Street Journal, and (d) be fully due and payable, principal and interest, two (2) years from the date of termination.

  • Hazardous Discharge shall have the meaning set forth in Section 4.19(d) hereof.

  • Average weekly discharge limitation means the highest allowable average of “daily discharges” over a calendar week, calculated as the sum of all “daily discharges” measured during a calendar week divided by the number of “daily discharges” measured during that week.

  • National Pollutant Discharge Elimination System means the national program for issuing, modifying, revoking and reissuing, terminating, monitoring and enforcing permits, and imposing and enforcing pretreatment requirements under Sections 307, 402, 318, and 405 of the Clean Water Act.

  • Discharge of Term Obligations means the payment in full in cash of all outstanding Term Obligations (other than contingent indemnity obligations with respect to then unasserted claims).

  • National Pollutant Discharge Elimination System (NPDES) means the national program for issuing, modifying, revoking and reissuing, terminating, monitoring, and enforcing permits and imposing and enforcing pretreatment requirements, under Sections 307, 318, 402, and 405 of CWA. The term includes an approved program.

  • Discharge of First Lien Obligations shall have the meaning assigned to such term in the Intercreditor Agreement.

  • Discharge of Second Lien Obligations means the occurrence of all of the following:

  • Existing source or existing discharger (in the NPDES program) means any source which is not a new source or new discharger.

  • Discharge of Senior Obligations means the date on which the Discharge of Credit Agreement Obligations and the Discharge of each Additional Senior Debt Facility has occurred.

  • Discharge of ABL Obligations has the meaning specified in the Intercreditor Agreement.

  • National Pollutant Discharge Elimination System Permit or “NPDES” means a permit issued by the MPCA as required by federal law for the purpose of regulating the discharge of pollutants from point sources into waters of the United States from concentrated animal feeding operations (CAFOs) as defined by federal law

  • Discharge of Priority Lien Obligations means the occurrence of all of the following:

  • Discharge of Senior Lender Claims means, except to the extent otherwise provided in Section 5.7 below, payment in full in cash (except for contingent indemnities and cost and reimbursement obligations to the extent no claim has been made) of (a) all Obligations in respect of all outstanding Senior Lender Claims and, with respect to letters of credit or letter of credit guaranties outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the Credit Agreement, in each case after or concurrently with the termination of all commitments to extend credit thereunder and (b) any other Senior Lender Claims that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid; provided that the Discharge of Senior Lender Claims shall not be deemed to have occurred if such payments are made with the proceeds of other Senior Lender Claims that constitute an exchange or replacement for or a refinancing of such Obligations or Senior Lender Claims. In the event the Senior Lender Claims are modified and the Obligations are paid over time or otherwise modified pursuant to Section 1129 of the Bankruptcy Code, the Senior Lender Claims shall be deemed to be discharged when the final payment is made, in cash, in respect of such indebtedness and any obligations pursuant to such new indebtedness shall have been satisfied.