MLPFS Clause Samples

MLPFS. ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and its successors and permitted assigns. MLPFS Indemnitees — MLPFS and its Related Parties. MLP General Partner — Calumet GP, or any other Person acting in the capacity as general partner of the MLP Parent. MLP Parent — CSPP. MLP Partnership Agreement — the partnership agreement of the MLP Parent, including all amendments thereto, as filed with the SEC in connection with the MLP Parent’s disclosure obligations pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. Moody’s — ▇▇▇▇▇’▇ Investors Service, Inc., and its successors and assigns. Multiemployer Plan — any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which CSPP or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. Net Cash Proceeds — the aggregate cash or Cash Equivalents proceeds received by any Obligor in respect of any Disposition or Involuntary Disposition, net of (a) direct costs incurred in connection therewith (including legal, accounting and investment banking fees, and sales commissions), (b) Taxes paid or payable as a result thereof and (c) in the case of any Disposition, the amount necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of Agent) on the related Property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by any such Consolidated Party in any Disposition or Involuntary Disposition. NOLV Percentage — the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all related commissions, fees and expenses, as determined from the most recent appraisal of Borrowers’ Inventory performed by an appraiser and on terms satisfactory to Agent. Notes — each promissory note executed by a Borrower to evidence any Obligations.