Asset Contributor definition

Asset Contributor has the meaning given such term in Section 5.2(a).
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Asset Contributor has the meaning set forth in the Recitals.
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Examples of Asset Contributor in a sentence

  • Such Asset Contributor is not obligated by virtue of any advance payment or other similar payment to deliver hydrocarbons, or proceeds from the sale thereof, attributable to the Contributed Assets at some future time without receiving payment therefor at or after the time of delivery, except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

  • There is no pending or, to the Knowledge of such Asset Contributor, threatened investigation of or affecting such Asset Contributor or any of its properties, assets or operations or the Business (as it pertains to the Contributed Assets in which such Asset Contributor owns an interest) by any Governmental Entity.

  • There are no bankruptcy, reorganization or receivership proceedings pending, being contemplated by or, to the Knowledge of such Asset Contributor, threatened in writing against such Asset Contributor or any of its applicable Affiliates.

  • Such Asset Contributor has not received any written communication from a Governmental Entity that alleges that such Asset Contributor is not in compliance in any material respect with any applicable Laws that has not been resolved to the satisfaction of such Governmental Entity.

  • There are no preferential purchase rights, rights of first refusal or other similar rights that are applicable to the Contributed Assets in which such Asset Contributor owns an interest in connection with the transactions contemplated hereby, except as, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

  • Such Asset Contributor understands and acknowledges that the MLP, the GP and its directors, Affiliates, attorneys and agents are relying on this certification.

  • If such Asset Contributor is an Entity, such Asset Contributor is duly qualified and in good standing as a foreign entity to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing would not have a Material Adverse Effect.

  • For the avoidance of doubt, neither Holdings nor any of its Affiliates is hereby assuming, or shall be deemed to have assumed or otherwise bear any responsibility for, any other liability or obligation of any Asset Contributor other than the Assumed Liabilities, and any such other liability or obligation shall be retained by the applicable Asset Contributor.

  • To the Knowledge of such Asset Contributor, there are no material errors in the assumptions and estimates provided to the Reserve Report Engineers in connection with its preparation of the Reserve Report or the Disclosed Reserve Report, as applicable.

  • Such Asset Contributor is not a party or subject to or in default under any judgment, order, injunction or decree of any Governmental Entity or arbitration tribunal, and none of the properties or operations of the Business as it pertains to the Contributed Assets in which such Asset Contributor owns an interest is subject to or in default under any such judgment, order, injunction or decree.

Related to Asset Contributor

  • Contributor means Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

  • Seller Affiliate means any Affiliate of Seller.

  • Foreign business entity means a foreign limited liability company, as defined in s. 183.0102 (8), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

  • Business Entity/Vendor means any natural or legal person, business corporation, professional services corporation, limited liability company, partnership, limited partnership, business trust, association or any other legal commercial entity organized under the laws of New Jersey or any other state or foreign jurisdiction. The definition also includes (i) if a business entity is a for-profit corporation, any officer of the corporation and any other person or business entity that owns or controls 10% or more of the stock of the corporation; (ii) if a business entity is a professional corporation, any shareholder or officer; (iii) if a business entity is a general partnership, limited partnership or limited liability partnership, any partner; (iv) if a business entity is a sole proprietorship, the proprietor; (v) if the business entity is any other form of entity organized under the laws of New Jersey or any other state or foreign jurisdiction, any principal, officer or partner thereof; (vi) any subsidiaries directly or indirectly controlled by the business entity; (vii) any political organization organized under 26 U.S.C.A. § 527 that is directly or indirectly controlled by the business entity, other than a candidate committee, election fund, or political party committee; and (viii) with respect to an individual who is included within the definition of “business entity,” that individual's civil union partner and any child residing with that person. 1

  • Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Retail seller means any person that sells any dangerous drug to consumers without assuming control over and responsibility for its administration. Mere advice or instructions regarding administration do not constitute control or establish responsibility.

  • Seller Group means, at any time, the group of companies comprised of Xxxxx Fargo & Company and its subsidiaries at that time.

  • Acquired Company means any business, corporation or other entity acquired by the Company or any Subsidiary.

  • Locational UCAP Seller means a Member that sells Locational UCAP.

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Seller Affiliates has the meaning assigned to such term in Section 2.7.1;

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Domestic business entity means a business entity organized under the laws of this state, including but not limited to a limited liability company as defined in section 489.102; a corporation organized pursuant to chapter 490; a nonprofit corporation organized under chapter 504; a partnership, limited partnership, limited liability partnership, or limited liability limited partnership as provided in chapter 486A or 488; or a cooperative association or other cooperative organized under this chapter or chapter 497, 498, 499, or 501.

  • Seller has the meaning set forth in the Preamble.

  • Target Companies means the Target and its Subsidiaries.

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

  • Target Company means each of the Company and its direct and indirect Subsidiaries.

  • Contributors has the meaning set forth in the initial paragraph hereof.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Acquired Subsidiary or “Acquired Subsidiaries” means one or more, as applicable, Subsidiaries of the Failed Bank acquired pursuant to Section 3.1.

  • Project Company means Company incorporated by the bidder as per Indian Laws in accordance with Clause no 3.5.

  • Project Contracts means collectively this Agreement, the Land Lease Agreement, the Construction Contract, O&M Contracts (if any) and any other material contract (other than the Financing Documents) entered into or may hereafter be entered into by the Concessionaire in connection with the Project;

  • Procurement Contract or “Contract” means any written agreement of the Authority for the acquisition of goods or services of any kind in the actual or estimated amount of $25,000, or more.

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Foreign Purchaser has the meaning assigned thereto in Section 8(d).