Essential Assets definition
Examples of Essential Assets in a sentence
Essential Assets (a) The Sellers and the Purchaser agree to allocate and, as applicable, to cause their relevant Affiliates to allocate, the Final Purchase Price and any other items that are treated as consideration for Tax purposes, among the Purchased Assets pursuant to the principles set forth in Annex 2.10 hereto (the “Allocation Principles”).
By: Tortoise Capital Advisors, L.L.C., as Investment Adviser By: Name: Title: Tortoise Direct Opportunities Fund II, LP By: Tortoise Capital Advisors, L.L.C., as Investment Adviser By: Name: Title: Tortoise Essential Assets Income Term Fund By: Tortoise Capital Advisors, L.L.C., as Investment Adviser By: Name: Title: Accepted: As of the date first written above ▇.▇.
Credit Suisse Securities (USA) LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC Total 8,000,000 Selling Stockholders: Number of Underwritten Shares: Number of Option Shares: Energy Capital Partners III, LP Energy Capital Partners III-A, LP Energy Capital Partners III-B, LP Energy Capital Partners III-C, LP Energy Capital Partners III-D, LP Energy Capital Partners III (Sunnova Co-Invest), LP Tortoise Essential Assets Income Term Fund Tortoise Midstream Energy Fund Inc.
Neither Australia’s Macquarie Essential Assets Partnership nor Alberta’s Pristine Power Ltd have a record of successfully building or operating a gas turbine generating station.
The adjustment of the Cash Consideration as provided under this Section 1.7, shall be Purchaser’s sole remedy against Sellers, or any of them, with respect to the inability of Sellers to transfer Purchased Assets, other than Essential Assets, at Closing.
The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion, addressed to the Underwriters, from each of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the ECP Selling Stockholders (ii) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel for Tortoise Essential Assets Income Term Fund, Tortoise Midstream Energy Fund Inc., Tortoise Power and Energy Infrastructure Fund, Inc., Tortoise Direct Opportunities Fund II, LP and Tortoise Energy Infrastructure Corp.
Borrower covenants and agrees to remit to Bank the Net Sale Proceeds (hereinafter defined) in connection with any sale of Non- Essential Assets and as a condition to the release of Bank's security interest in such property, which Net Sale Proceeds shall be applied toward the then outstanding principal balance of the Loan.
Ownership of Essential Assets; Presence of Essential Assets............
The right to terminate the Agreement as provided under this Section 1.7 shall be Purchaser’s sole remedy against Sellers, or any of them, with respect to the inability of Sellers to transfer Essential Assets at Closing.