Tall Oak definition

Tall Oak has the meaning specified therefor in the recitals of this Agreement.

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Tall Oak means Tall Oak Midstream Operating, LLC, a Delaware limited liability company. “Tall Oak Interests” means all of the Equity Securities in Tall Oak contributed to the Partnership by Tall Oak Parent pursuant to the Contribution Agreement. “Tall Oak Parent” means Tall Oak Midstream Holdings, LLC, a Delaware limited liability company. “Taxable Year” means the Partnership’s accounting period for U.S. federal income tax purposes determined pursuant to Section 9.02.

Tall Oak has the meaning set forth in the Preamble.

Examples of Tall Oak in a sentence

• Tall Oak shall also furnish to Buyer such workpapers and other documents and information relating to any statement or invoice or the amounts reflected thereon that Buyer may reasonably request and are reasonably available to Tall Oak (or its Affiliates, representatives or third-party service providers).

• The payment of the undisputed amounts reflected on any invoice provided by Tall Oak to the Buyer pursuant to Section 2.2 shall be made by the Buyer each month within 15 Business Days of the Buyer’s receipt of such invoice.

• The Buyer shall pay the undisputed amounts reflected on such invoice on or before the date such amount is due pursuant to Section 2.3. Buyer shall notify Tall Oak of any good faith disagreements regarding the amounts reflected on any invoice within 10 Business Days of Buyer’s receipt of the relevant invoice and Buyer and Tall Oak shall work in good faith to resolve such disagreements.

• The Buyer shall have no obligation to pay any person other than Tall Oak under this Agreement.

• For the avoidance of doubt, there shall be no separate charge by Tall Oak relating to its overhead and the Services Fee to be paid by Buyer to Tall Oak under this Section 2.1(b) is intended to compensate Tall Oak in full for its overhead.

• Tall Oak may (and to the extent employees of Tall Oak and its Affiliates are not available to provide the Services, shall) use contractors, subcontractors, vendors and/or other third parties to perform the Services pursuant to and in accordance with agreements that Tall Oak has or may enter into with such third party service providers, provided that Tall Oak shall remain responsible for the performance of each such person in accordance with this Agreement as if such person was Tall Oak.

• Tall Oak has agreed to provide to the Buyer, and the Buyer has agreed to compensate Tall Oak for, such transition services, all in accordance with and subject to the terms and conditions of this Agreement.

• Upon termination of this Agreement, Tall Oak shall, within 20 Business Days after receipt of the Buyer’s written request, destroy all such Buyer Confidential Information (including any copies or other work product containing such Buyer Confidential Information) and cease all further use thereof; provided, however, that no member of the Tall Oak Group shall be required to return or destroy Buyer Confidential Information that is automatically backed up on its computer systems.

• Tall Oak shall have the exclusive authority to control and direct the specific means, method and manner of performance of the details of any Services to be provided hereunder, subject to the right of the Buyer to direct Tall Oak with respect to the ends to be accomplished.

• In performing the Services hereunder, Tall Oak shall be considered to be an independent contractor, and in no event shall the Buyer, on the one hand, or any member of the Tall Oak Group, on the other hand, be deemed a partner, co-venturer or agent of the other Party.

More Definitions of Tall Oak

Tall Oak means Tall Oak Midstream, LLC, a Delaware limited liability company.

Tall Oak is defined in the Recitals. “Tall Oak Allocation” is defined in Section 2.6(b). “Tall Oak Appraisal” is defined in Section 2.6(b). “Tall Oak Benefit Plan” means any Benefit Plan sponsored, maintained, contributed to or required to be contributed to by Tall Oak Parent or any of its Affiliates, including Tall Oak Midstream Management, LLC, that provides benefits or compensation to employees of any Target Company, excluding any Target Company Benefit Plan. “Tall Oak Closing Indebtedness” means the aggregate amount of Indebtedness for Borrowed Money of the Target Companies as of immediately prior to the Closing, without giving effect to the transactions contemplated herein.

Tall Oak means Tall Oak Midstream, LLC. “TSR” means total shareholder return. “U.S.” means United States of America.