DBJV Assets definition

DBJV Assets has the meaning set forth in the Recitals.
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DBJV Assets means the DBJV Gas Gathering System and the other assets owned, held, used or held for use by DBJV or in connection with the DBJV Gas Gathering System, which other assets are more specifically described on Exhibit A.
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Examples of DBJV Assets in a sentence

  • At the Closing, WMGS will have and convey good and valid title to the DBJV Interest (including the interest in the DBJV Assets thereunder), free and clear of any Encumbrances, other than any restrictions under federal and state securities Laws and the terms and condition of the DBJV COOA.

  • Except as specifically set forth in this Article 5, or in the agreements, instruments, documents and certificates to be delivered by the Xxxxxxxx Parties at Closing pursuant to this Agreement, the Xxxxxxxx Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the Xxxxxxxx Parties, the DBJV Interest, the DBJV Assets, the DBJV COOA or any other matter relating to the transactions contemplated by this Agreement.

  • The Parties acknowledge that WMGS’ conveyance at Closing of its interest in and to the DBJV Interest will cause a termination of DBJV Tax Partnership as illustrated by Internal Revenue Service Revenue Ruling 99-6, and that the DBJV Assets will no longer be considered to be a partnership for federal or state income tax purposes once such conveyance is complete.

  • The XXX Parties and their advisors (if any) are experienced and knowledgeable in the oil and gas business and aware of the risks of that business and have specific and extensive knowledge of the DBJV COOA and the DBJV Assets by virtue of the operatorship of DBJV.

  • To the Knowledge of the Seller, all improvements to the real property owned or used in connection with the DBJV Assets do not encroach in any material respect on property of others (other than encroachments that would not materially impair the operations of such assets).

  • TDU Intervenors request that the Commission convene a technical conference on SPP’s proposal.

  • Except as set forth on Schedule 4.8, the DBJV Assets, the DBJV Interest and DBJV are, and the ownership and operation of DBJV, the DBJV Interest and the DBJV Assets are, in compliance with the provisions and requirements of all Laws of all Governmental Entities having jurisdiction with respect to DBJV, the DBJV Interest or the DBJV Assets, or the ownership, operation, development, maintenance, or use of any thereof, except for such failures to so comply that would not have a Material Adverse Effect.

  • None of the DBJV Assets or the DBJV Interest is subject, in whole or in part, to any Preference Right or Transfer Requirement which may be applicable to the transactions contemplated by this Agreement, except as set forth on Schedule 4.4.

  • The Seller expects that more than 90% of the gross income of the business that is to be conducted by DBJV, the Tax Partnership and the DBJV Assets in 2015 will be such qualifying income, provided that no significant change occurs after the Closing Date with respect to the methods by which the DBJV Assets generate revenue.

  • All DBJV Permits that are held in the name of any employee, officer, director, stockholder, agent or otherwise on behalf of DBJV or the DBJV Assets shall be deemed included under the warranty in this Section.

Related to DBJV Assets

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).

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

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

  • Portfolio Assets means all Loan Assets owned by the Borrower, together with all proceeds thereof and other assets or property related thereto, including all right, title and interest of the Borrower in and to:

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

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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

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

  • Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person.

  • 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.

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

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

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

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

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • Specified Assets the following property and assets of such Grantor:

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Project Assets means all physical and other assets relating to and forming part of the Site including:

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

  • Consolidated Assets means, at a particular date, all amounts which would be included under total assets on a consolidated balance sheet of the Company and its Subsidiaries as at such date, determined in accordance with GAAP.

  • Combined Assets means the sum of Fund Assets and Other Assets; and