Pipeline JV definition
Examples of Pipeline JV in a sentence
The Company or a Subsidiary is the sole legal and beneficial owner of the Pipeline JV Company Shares of each Pipeline JV Company, free and clear of any liens, claims, encumbrances, security interests, options, charges, rights of preemption and restrictions of any kind other than restrictions on transfer that may be imposed by applicable companies Laws or those shareholder agreements described in Schedule 4.4(e).
The entire issued and outstanding equity interest in each Pipeline JV Company is as set forth on Exhibit D.
Seller has delivered to Purchasers true and complete copies of the articles of association, shareholders agreement and other similar organizational documents, as amended to date, of each Pipeline JV Company.
Except for the Pipeline JV Company Shares and the other equity interests shown on Exhibit D, there are no outstanding equity interests in any Pipeline JV Company, or any contractual arrangements giving any Person a right to receive any benefits or rights similar to the rights enjoyed by or accruing to the holders of any shares in any Pipeline JV Company.
Each Pipeline JV Company is duly organized and validly existing under its jurisdiction of organization.
Notwithstanding anything in the Credit Agreement to the contrary, the Administrative Agent and the Lenders hereby consent to the formation of Eureka Hunter Pipeline J.V. Parent, subject to the terms and provisions hereof, including without limitation, the conditions set forth below in Section 14.
Each Pipeline JV Company has the power under its articles of association, other organizational documents (including its shareholder agreement or equivalent agreement) and the applicable companies Law of its jurisdiction of organization, as the case may be, to own, lease or otherwise hold its assets and conduct its business in the manner consistent with recent practice.
Purchaser acknowledges and affirms that as of the date hereof, it has made all such independent investigation, verification, analysis and evaluation of the Upstream Assets, Midstream Assets, Company Group Members and Pipeline JV Companies as it deems necessary or appropriate to enter into this Agreement.
Except for other Subsidiaries and the Pipeline JV Companies, no Subsidiary directly or indirectly owns any shares or other equity interest in any Person.
Subject to the satisfaction or waiver of all of the conditions set forth in Section 7.1, Section 7.2 (other than Section 7.2(d)), and Section 7.3, if, on the Closing Date, the Parties have executed and delivered a mutually agreeable written Pipeline JV Arrangement (with any such agreement to be determined in each Party’s sole discretion), then the condition set forth in Section 7.2(d) shall be deemed to be satisfied.