Yuma Assets definition

Yuma Assets means, collectively, the NB Yuma Assets and the Other Yuma Assets.
Sample 1

Examples of Yuma Assets in a sentence

  • Except as set forth on Schedule 2.4 to this Transfer Agreement, there are no actions, suits or proceedings pending or, to the Knowledge of Seller, threatened against Seller or NBLLC with respect to the Yuma Lateral Project or the Yuma Assets in any court or before any arbitrator of any kind or before or by any Governmental Authority that would reasonably be expected to have a Material Adverse Effect.

  • The Contracts set forth on Schedule 2.7 to this Transfer Agreement (collectively, the “Material Yuma Agreements”) constitute all Material gas transportation contracts, operation and maintenance agreements, construction contracts and other Material contracts to which NBLLC or Seller is a party or by which NBLLC or Seller is bound or to which any of the Yuma Assets is subject, in each case in connection with the Yuma Lateral Project or the Yuma Assets.

  • Seller hereby covenants and agrees that, at any time after the date hereof, upon the written request of NBLLC, Seller shall take or cause to be taken all such necessary action, including the execution and delivery of such further instruments and documents as may reasonably be requested by NBLLC in order to sell, transfer, assign, convey and deliver to NBLLC, its successors and assigns, all right, title and interest in and to the Other Yuma Assets.

  • There are no capital expenditures currently required in order to preserve the satisfactory operating condition of the Yuma Assets, other than (i) as reflected in the NBLLC Budget and (ii) normal maintenance expenditures that are incurred or expected to be incurred in the ordinary course of operating the Yuma Lateral Project.

  • The purchase price to be paid by Buyer to Seller for the Seller LLC Interest and, if transferred to Buyer in accordance with the terms hereof, the Other Yuma Assets (the “Purchase Price”) shall equal (a) the Base Purchase Price (which amount shall be adjusted in accordance with Section 1.03), plus (b) the Deferred Yuma Compensation Amount (if any).

  • It is understood and agreed that if the Yuma Transfer does not occur prior to the Yuma Termination Date, then, unless the Parties agree otherwise, the Yuma Transfer will not occur, no Deferred Yuma Compensation Amount will be paid and the Other Yuma Assets will continue to be owned by Seller.

  • Except as otherwise provided in this Transfer Agreement, Seller has not made and does not make any other representations or warranties as to the Yuma Assets or the Yuma Lateral Project or any matter or thing affecting or relating to Seller and its businesses, operations, assets, properties, liabilities, financial conditions, results of operation or affairs.

  • The Yuma Assets have been constructed in all Material respects to prevailing industry standards for similar assets and, except as set forth on Schedule 2.3 to this Transfer Agreement, are in satisfactory operating condition and repair, ordinary wear and tear excepted.

  • NBLLC acknowledges that it has had the opportunity to conduct its own independent investigation, analysis and evaluation of the Yuma Assets.

  • Effective upon the execution and delivery of this Transfer Agreement, Seller hereby relinquishes control of the Yuma Assets to NBLLC, and NBLLC hereby accepts control of the Yuma Assets, in each case subject to Seller’s rights under Section 9.03 of the Purchase Agreement.

Related to Yuma Assets

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Subject Assets is defined in Section 2.2(c).

  • Qualified Assets means any of the following assets: (i) interests, rights, options, warrants or convertible or exchangeable securities of the Partnership; (ii) Debt issued by the Partnership or any Subsidiary thereof in connection with the incurrence of Funding Debt; (iii) equity interests in Qualified REIT Subsidiaries and limited liability companies (or other entities disregarded from their sole owner for U.S. federal income tax purposes, including wholly owned grantor trusts) whose assets consist solely of Qualified Assets; (iv) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Partnership; (v) cash held for payment of administrative expenses or pending distribution to security holders of the General Partner or any wholly owned Subsidiary thereof or pending contribution to the Partnership; and (vi) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Partnership and its Subsidiaries.

  • Specified Assets the following property and assets of such Grantor:

  • Portfolio Assets means the portion of the net assets of the Fund managed by the Sub-Adviser pursuant to the following investment strategy as agreed to by the Adviser and the Sub-Adviser in a separately negotiated investment mandate: Emerging Markets (each a “Strategy”).

  • Liquid Assets mean Borrower's cash on hand plus Borrower's readily marketable securities.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Combined Assets means the sum of Fund Assets and Other Assets; and

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Receivables Related Assets means accounts receivable, instruments, chattel paper, obligations, general intangibles and other similar assets, in each case relating to receivables subject to the Permitted Receivables Facility, including interests in merchandise or goods, the sale or lease of which gave rise to such receivables, related contractual rights, guaranties, insurance proceeds, collections and proceeds of all of the foregoing.

  • Consolidated Assets means, at a particular date, all amounts which would be included under total assets on a consolidated balance sheet of the Company and its Subsidiaries as at such date, determined in accordance with GAAP.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

  • Fixed Assets means Equipment and Real Estate.

  • Investment Assets means all debentures, notes and other evidences of Indebtedness, stocks, securities (including rights to purchase and securities convertible into or exchangeable for other securities), interests in joint ventures and general and limited partnerships, mortgage loans and other investment or portfolio assets owned of record or beneficially by the Company.