LDC Assets definition
LDC Assets means:
(i) the ownership interests (to the extent held by Parent, Spinco, or any of their respective Affiliates immediately prior to the Effective Time) in each member of the Spinco Group other than shares of capital stock to be distributed in the Distribution;
(ii) all LDC Contracts, any rights or claims of Parent arising thereunder, and any other rights or claims or contingent rights or claims of Parent, Spinco, or any of their respective Affiliates, primarily relating to or arising from any other LDC Asset or the LDC Business; provided, however, that no rights belonging to ONEOK Energy Services Company, II or any of its Subsidiaries under any LDC Contract shall constitute an LDC Asset;
(iii) all Assets owned, leased or held by Parent, Spinco, or any of their respective Affiliates immediately prior to the Effective Time that are used primarily in the LDC Business, including inventory, accounts receivable, goodwill, facilities, and equipment;
(iv) subject to ARTICLE X, any rights of any member of the Spinco Group under any LDC Policies and any Shared Policies, to the extent primarily related to the LDC Business;
(v) the Assets listed or described on Schedule 1.1(69)(v) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, or assigned or Transferred to, any member of the Spinco Group;
(vi) all of the capital stock of ONE Gas Properties, L.L.C.; and
(vii) all Spinco Accounts, and, subject to the provisions of Section 2.5, all cash, cash equivalents, and securities on deposit in such accounts immediately prior to the Effective Time. Notwithstanding the foregoing, the LDC Assets shall not in any event include:
(A) the Assets listed or described on Schedule 1.1(69)(vii)(A);
(B) any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by or Transferred to, any member of the Parent Group; or
(C) any Assets of the GP, any Assets of the MLP or any of its Subsidiaries.
LDC Assets has the meaning set forth in the Separation Agreement.