Examples of Vantage Midstream Entities in a sentence
None of the Vantage Midstream Entities has utilized its facilities to provide service as a common carrier subject to the jurisdiction of FERC under the Interstate Commerce Act as such statute is implemented by FERC pursuant to the Department of Energy Organization Act of 1977.
None of the Vantage Midstream Entities is (a) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder or (b) a “holding company,” a “subsidiary company” of a “holding company,” an “affiliate” of a “holding company,” a “public utility” or a “public-utility company,” as each such term is defined in the Public Utility Holding Company Act of 2005.
At the Closing, on the terms and subject to the conditions of this Agreement, Rice shall sell, assign, transfer and convey to the Partnership the Conveyed Interests free and clear of all Liens other than Liens under the Organizational Documents of the Vantage Midstream Entities and restrictions on transfer under applicable securities Laws, in exchange for the Consideration, and the Partnership shall accept the sale, assignment, transfer and conveyance of the Conveyed Interests.
Each of the Vantage Midstream Entities has complied in all material respects with all terms and conditions of such Permits.
The books and records of each of the Vantage Midstream Entities and the Business that are necessary for the ownership and operation of the Midstream Assets have been maintained in accordance with prudent industry practice and, to the extent such books and records are in the possession of Rice, such books and records have been made available to the Partnership.
Rice will not acquire (i) any Oil and Gas Properties other than the Vantage Oil and Gas Properties or (ii) any entity holding any Oil and Gas Properties, directly or indirectly, other than Vantage I and Vantage II, the Vantage Midstream Entities and their respective Subsidiaries.
There are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by, or to the knowledge of Rice or the Vantage Midstream Entities, threatened against Rice, Vantage I, Vantage II or any of their respective Subsidiaries.
None of the Vantage Midstream Entities has been operated or provided services as a “natural gas company” subject to the jurisdiction of the Federal Energy Regulatory Commission (“FERC”) under the Natural Gas Act of 1938, as amended.
Prior to Closing, Rice will cause each of the Vantage Midstream Entities to take all actions necessary to distribute, assign and convey the assets, liabilities, rights and obligations described on Exhibit C (the “Excluded Assets”) to an Affiliate of Rice (other than the Partnership or any of its Subsidiaries) (the “Pre-Closing Distribution”).
Each of the Vantage Midstream Entities holds or has a valid right to use, all Permits (other than environmental Permits, which are the subject of Section 3.6) that are necessary for the conduct of the Business and the ownership and operation of the Midstream Assets, each in compliance with applicable Laws, except for those Permits the failure of which to have would not have a Rice Material Adverse Effect.