Drop-Down Agreement definition

Drop-Down Agreement means the Purchase and Sale Agreement by and among the Partnership, SPLC and the Operating Company, dated as of May 12, 2015.
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Drop-Down Agreement means the asset transfer agreement between ADS and the Corporation, effective as of the Pre-Closing Reorganization Effective Time, pursuant to which ADS transferred all of the assets and operations of the Business (other than the Excluded Assets, as defined therein) to the Corporation, an executed copy of which agreement is attached as part of Schedule 3.3.14 of the Vendors' Disclosure Schedule.
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Drop-Down Agreement has the meaning set forth in the Recitals.
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Examples of Drop-Down Agreement in a sentence

  • Such Licenses collectively constitute all of the Licenses that will be necessary to permit the Company to lawfully conduct the portion of the Business conducted by the Vendor in the manner in which the Vendor conducts such portion of the Business, and to permit the Company to own and use the properties to be transferred to it under the U.S. Drop-Down Agreement in the manner in which the Vendor currently owns and uses such properties in its conduct of the portion of the Business conducted by it.

  • From time to time after the Closing Date, each Party shall, at the request of any other Party, execute and deliver, or cause to be executed and delivered, such additional conveyances, transfers and other assurances and take, or cause to be taken, all such action as is reasonably required to effectively transfer the Purchased Shares to Purchaser and carry out the purposes and intent of this Agreement and the Drop-Down Agreement.

  • All conditions precedent to the Drop-Down Transactions shall have been fulfilled or waived in accordance with the Drop-Down Agreement, and closing of the Drop-Down Transactions shall have been consummated or the parties to the Drop-Down Agreement shall be ready, willing and able to consummate the Drop-Down Transactions promptly following the Closing.

  • Without limiting the generality of the foregoing, the Parties shall fulfil all of their covenants and obligations under the terms of the Drop-Down Agreement.

  • Immediately prior to the Effective Time of the Canadian Drop-Down Agreement, the Vendor shall be the sole shareholder of the Company.

  • Such Licences collectively constitute all of the Licences that will be necessary to permit the Company to lawfully conduct the portion of the Business conducted by the Vendor in the manner in which the Vendor conducts such portion of the Business, and to permit the Company to own and use the properties to be transferred to it under the Canadian Drop-Down Agreement in the manner in which the Vendor currently owns and uses such properties in its conduct of the portion of the Business conducted by it.

  • The Parties agree that the insurance policies held by Seller will not be considered Contributed Assets pursuant to the Drop-Down Agreement.

  • The Parties agree that the Drop-Down Agreement executed at Closing will reflect the foregoing.

  • All conditions precedent to the Drop-Down Transactions shall have been fulfilled or waived in accordance with the Drop-Down Agreement as in effect as of the date hereof, and closing of the Drop-Down Transactions shall have been consummated, or the parties to the Drop-Down Agreement shall be ready, willing and able to consummate the Drop-Down Transactions substantially simultaneously with the Closing, on the terms reflected in the Drop-Down Agreement as in effect as of the date hereof.

  • None of the EQM Entities is party to or bound by any agreement that would modify any of the EQM Entities’ rights under the Drop-Down Agreement.


More Definitions of Drop-Down Agreement

Drop-Down Agreement has the meaning given to it in Section 2.4(c).
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Drop-Down Agreement means a Purchase and Sale Agreement, in substantially the form attached as Exhibit B pursuant to which the Company will transfer to the SXE Group the partnership interests and membership interests in Frio LaSalle Pipeline and Frio LaSalle GP, respectively, in exchange for the consideration set forth therein.
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Drop-Down Agreement means the IC Plan Agreement between VDK Foods LLC and VDK Holdings, Inc., dated April 8, 1998, between VDK LLC and the Company.
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Drop-Down Agreement means that certain Contribution and Sale Agreement, dated as of the date hereof, by and among EQT, Rice Midstream Holdings LLC, EQM and EQM Gathering Holdings, LLC.
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Drop-Down Agreement means the TSAT Asset Transfer Agreement dated as ------------------- of February 6, 1998, between the Company and TSAT.
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Related to Drop-Down Agreement

  • Buydown Agreement An agreement between a Person and a Mortgagor pursuant to which such Person has provided a Buydown Fund.

  • Connection Agreement means an agreement entered into between a distributor and a person connected to its distribution system that delineates the conditions of the connection and delivery of electricity to or from that connection;

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Factoring Agreement means a customary market agreement by and between Holdings or a Restricted Subsidiary and a Factoring Company pursuant to which Holdings or such Restricted Subsidiary shall, pursuant to customary terms for the size and type of transaction involved, sell, transfer and assign its rights, title and interests in certain accounts receivable, specifically identified therein, to a Factoring Company.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.