FCCL Partnership definition
Examples of FCCL Partnership in a sentence
The Purchaser acknowledges and agrees that it shall not be entitled to any rights or remedies as against any Vendor or Vendor Entity under the common law or statute pertaining to any WCBU Environmental Liabilities or the FCCL Partnership Environmental Liabilities, including the right to name any Vendor or Vendor Entity as a ‘third party’ to any action commenced by any Person against the Purchaser.
For any fiscal period of the FCCL Partnership ending on or before December 31, 2017, the Purchaser shall not agree after Closing to: (i) allocate any allocable items of the FCCL Partnership to CPCRC for income tax purposes; or (ii) change any partnership Tax Returns, reporting or accounting practices if such allocation or change would result in an amount being allocated to CPCRC for any fiscal period of the FCCL Partnership after the Effective Time.
Except to the extent provided in such amendment, the Purchaser shall not amend the allocation provisions of the FCCL Partnership Agreement in a manner that would cause any allocable items of the FCCL Partnership to be allocated to CPCRC after the Effective Date.
The Purchaser agrees that after Closing, neither Purchaser nor the FCCL Partnership shall request an audit by any Taxation Authority that may result in an assessment for any FCCL Partnership fiscal period ending on or before January 1, 2017, without the prior written consent of CPCRC, not to be unreasonably withheld.
Upon Closing, the Purchaser will acquire good and marketable title to the Partnership Interest, free and clear of all Encumbrances (other than as contained in the FCCL Partnership Agreement).
CPCRC shall have no control or authority over and liability for any matters or obligations relating to the FCCL Partnership Assets and FCCL Partnership Lands, including in respect of any Operations upon the FCCL Partnership Lands and in respect of the FCCL Partnership Assets.
AND WHEREAS as a result of the PSA, CPCRC will no longer be a Partner of FCCL Partnership.
Cenovus has no Material Subsidiaries other than Cenovus Energy Marketing Services Ltd., FCCL Partnership and WRB Refining LP.
Assignee hereby covenants and agrees with Assignor, CVE FCCL and FCCL Partnership that it shall and will from the date of this Agreement and at all times hereafter, be bound by and observe, perform and fulfill, each and every covenant, agreement, term, condition and stipulation on the part of Assignor in the FCCL Partnership Agreement, as amended from time to time, to and to be derived from, the FCCL (CPCRC) Partnership Units, in the place and stead of Assignor.
Assignor and CVE FCCL are partners in FCCL Partnership, a general partnership governed by the Amended and Restated FCCL Partnership Agreement dated October 27, 2011 between Assignor and CVE FCCL (the “FCCL Partnership Agreement”).