QELP definition
Examples of QELP in a sentence
Engage in any line of business substantially different from those lines of business conducted by the Borrower and the QRC Subsidiaries on the Restatement Date or lines of business associated with the acquisition of Oil and Gas Properties or the Midstream Business to be Disposed of by the Borrower or any of the QRC Subsidiaries to QMLP or QELP for development.
No QELP Entity has elected to be treated as a corporation for U.S. federal income tax purposes.
All QELP Permits are in full force and effect and there exists no default thereunder or breach thereof, and the QELP Parties have not received written notice that such QELP Permits will not be renewed in the ordinary course after the Closing.
The Board of Directors of QEGP has received the opinion of Stifel to the effect that, subject to the assumptions, qualifications and limitations relating to such opinion, the QELP Exchange Ratio to be utilized in the QELP Merger pursuant to this Agreement is fair, from a financial point of view, as of the date of Stifel’s opinion, to the holders of QELP Common Units (other than QRC, QEGP and their respective affiliates).
QEGP in turn owns all 431,827 QELP GP Units and all the incentive distribution rights in QELP (the “QELP Incentive Distribution Rights”).
The QELP Merger shall become effective at the Effective Time, which shall be designated in the QELP Certificate of Merger as the effective time of the QELP Merger.
Upon the Effective Time, all rights with respect to distributions in respect of QELP Common Units, including any right to receive the Minimum Quarterly Distribution (as defined in the QELP Partnership Agreement) and any arrearages thereon, shall terminate.
Each of the QELP Parties has all requisite limited partnership or limited liability company power and authority to own, operate and lease its properties and to carry on its business as now conducted.
The QRC Disclosure Letter, QELP Disclosure Letter, the QMLP Disclosure Letter and all exhibits attached hereto and referred to herein are hereby incorporated herein and made a part hereof for all purposes as if fully set forth herein.
Such QMLP Investor understands and acknowledges that each of QELP and QRC is entering into the Merger Agreement in reliance upon such QMLP Investor’s execution and delivery of this Agreement.