Asphalt Transferred Assets definition

Asphalt Transferred Assets means all of the SemGroup Parties’ assets that are connected to, adjacent to, or otherwise contiguous with the SGLP Parties’ liquid asphalt cement facilities, including, without limitation, all asphalt cement and residual fuel oil storage tanks, related equipment and associated easement and leasehold land rights; provided, however that the Asphalt Transferred Asphalts shall not include the Existing Asphalt Inventory.
Sample 1
Asphalt Transferred Assets means, collectively, (i) the “Asphalt Processing Assets” as defined in the Contribution Agreement, (ii) the “Prior Retained Easements” as defined in the Contribution Agreement and (iii) the “Prior Retained Leasehold Agreements” as defined in the Contribution Agreement.
Sample 1

Examples of Asphalt Transferred Assets in a sentence

  • SemMaterials and its Affiliates are transferring the Asphalt Transferred Assets to SMEP and its Affiliates by executing and delivering the documents listed on Exhibit J hereto (the “Asphalt Transfer Documents”).

  • In use of SMEP’s Terminal Assets and the Asphalt Transferred Assets and the exercise of its rights hereunder, SemMaterials shall conduct safe operations and shall comply with all applicable federal, state, and local rules, regulations and orders and SMEP job-site rules and regulations regarding safety, health and fire protection.

  • SemMaterials shall be solely responsible for those costs and expenditures that directly relate to processing, storage and distribution activities with respect to the Existing Asphalt Inventory during the Liquidation Period, which costs shall be prorated for the portion of the month or other time period the Terminal Assets or Asphalt Transferred Assets are used by SemMaterials.

  • Except as provided in this Section 4, SMEP shall be solely responsible for and shall pay and discharge when due and payable all costs and expenditures relating to the ownership and operation of Terminal Assets, SMEP Owned Real Property, SMEP Leased Property and Asphalt Transferred Assets.

  • Each Party shall secure and maintain current all required permits, licenses, certificates, and approvals relating to its use of the Terminals or the Asphalt Transferred Assets, as applicable and in accordance with the terms of the Transition Services Agreement.

  • SMEP shall comply with all applicable federal, state, and local laws, rules, regulations and orders pertaining to the operation of the Terminal and the Asphalt Transferred Assets to the extent reasonably necessary to enable SemMaterials to exercise the rights provided hereunder.

  • SemMaterials shall use commercially reasonable efforts to prevent and minimize hazardous conditions arising as a result of its use of the Terminals and the Asphalt Transferred Assets and shall promptly correct any unsafe or hazardous condition at the Terminals or relating to any of the Asphalt Transferred Assets caused by SemMaterials or its respective employees or agents of which they are aware.

  • SMEP shall promptly correct any unsafe or hazardous condition at the Terminals caused by SMEP or its employees or agents of which SMEP is aware which could materially interfere with the use by SemMaterials of the Terminals, Terminal Assets or the Asphalt Transferred Assets for the purposes described herein.

  • SMEP shall be obligated to pay all costs associated with the ownership and operation of the Terminals and the Asphalt Transferred Assets and shall invoice SemMaterials for its respective share of operating costs under Section 4(a) on a monthly basis during the Liquidation Period with reasonable supporting documentation for each cost item described in the invoice.

  • SemMaterials will access and use the Terminals, Terminal Assets and the Asphalt Transferred Assets in a manner that will not unreasonably interfere with SMEP’s operations at such Terminals or create an unreasonable safety risk or hazard.

Related to Asphalt Transferred Assets

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Subject Assets is defined in Section 2.2(c).

  • Retained Assets has the meaning set forth in Section 2.2.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • After-Acquired Property means any property (other than Collateral or Excluded Property) that is acquired or otherwise owned by the Company or any Subsidiary after the Issue Date of a type that secures the Secured Obligations.

  • Purchased Asset means (i) with respect to any Transaction, the Eligible Asset sold by Seller to Buyer in such Transaction and (ii) with respect to the Transactions in general, all Eligible Assets sold by Seller to Buyer (other than Purchased Assets that have been repurchased by Seller).

  • Transferred Interests has the meaning set forth in the Recitals.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Assigned Value means the Market/Offer Price, as defined in Section 7.

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.