Titles and Subtitles The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
Section References; Titles and Subtitles Unless otherwise noted, all references to Sections herein are to Sections of this Agreement. The titles, captions and headings of this Agreement are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
Titles and Subtitles; Gender The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The use in this Agreement of a masculine, feminine or neither pronoun shall be deemed to include a reference to the others.
Headings; Definitions The Section and Article headings contained in this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. All references to Sections or Articles contained herein mean Sections or Articles of this Agreement unless otherwise stated. All capitalized terms defined herein are equally applicable to both the singular and plural forms of such terms.
Interpretation; Titles and Subtitles This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.
DEFINED TERMS AND HEADINGS The Article headings shown in this Lease are for convenience of reference and shall in no way define, increase, limit or describe the scope or intent of any provision of this Lease. Any indemnification or insurance of Landlord shall apply to and inure to the benefit of all the following “Landlord Entities”, being Landlord, Landlord’s investment manager, and the trustees, boards of directors, officers, general partners, beneficiaries, stockholders, employees and agents of each of them. Any option granted to Landlord shall also include or be exercisable by Landlord’s trustee, beneficiary, agents and employees, as the case may be. In any case where this Lease is signed by more than one person, the obligations under this Lease shall be joint and several. The terms “Tenant” and “Landlord” or any pronoun used in place thereof shall indicate and include the masculine or feminine, the singular or plural number, individuals, firms or corporations, and their and each of their respective successors, executors, administrators and permitted assigns, according to the context hereof. The term “rentable area” shall mean the rentable area of the Premises or the Building as calculated by the Landlord on the basis of the plans and specifications of the Building including a proportionate share of any common areas. Tenant hereby accepts and agrees to be bound by the figures for the rentable square footage of the Premises and Tenant’s Proportionate Share shown on the Reference Pages; however, Landlord may adjust either or both figures if there is manifest error, addition or subtraction to the Building or any business park or complex of which the Building is a part, remeasurement or other circumstance reasonably justifying adjustment. The term “Building” refers to the structure in which the Premises are located and the common areas (parking lots, sidewalks, landscaping, etc.) appurtenant thereto. If the Building is part of a larger complex of structures, the term “Building” may include the entire complex, where appropriate (such as shared Expenses or Taxes) and subject to Landlord’s reasonable discretion.
TABLE OF DEFINED TERMS Defined Term Section Affiliate Section 12.1(a) Agreement Preamble Allocation Section 1.6 Asset Allocation Statement Section 1.6 Assets Section 12.1(f) Assumed Liabilities Section 12.1(g) Authorizations Section 12.1(h) Bobcat Pipeline Section 12.1(i) Business Day Section 12.1(j) Buyer Preamble Buyer Damages Section 10.2(a) Buyer Indemnitees Section 10.2(a) Buyer Material Adverse Effect Section 4.1 Cap Section 12.1(h) Casualty Section 7.9 Claim Section 10.4 Closing Section 1.2 Closing Date Section 1.2 Closing Failure Breach Section 9.3 Code Section 12.1(l) Condemnation Proceeding Section 7.9 Confidentiality Agreement Section 12.1(m) Contracts Section 12.1(f)(v) Conveyances Section 1.4(g) Deductible Section 10.2(b)(i) Deposit Section 1.7 Disclosure Schedule Article II Environment Section 12.1(o) Environmental Law Section 12.1(p) Environmental Matter Section 12.1(q) Environmental Permit Section 12.1(r) Escrow Agent Section 1.7 Excluded Assets Section 12.1(s) Excluded Facilities Section 5.1(c) Fundamental Representations Section 10.1 Gas Section 12.1(t) Governmental Authority Section 12.1(v) Hazardous Materials Section 12.1(w) Indemnified Party Section 10.4(a) Indemnifying Party Section 10.4(a) Independent Accountant Section 1.6 Interconnect Agreement Section 1.4(d) Laws Section 12.1(v) Defined Term Section Leased Real Property Section 2.4(a) Leases Section 2.4(a) Liabilities Section 12.1(z) Lien Section 12.1(aa) Loss or Losses Section 12.1(bb) Marketable Title Section 12.1(cc) Material Contract Section 12.1(dd) Material Contract Section 2.3(b) Material Real Property Locations Section 2.4(a) Middle Point Compressor Station Section 12.1(ee) Middle Point Pipeline Section 12.1(ff) Miscellaneous Consents Section 12.1(gg) NGL Section 12.1(hh) Party or Parties Preamble Permits Section 2.9(a) Permitted Encumbrance Section 12.1(ii) Person Section 12.1(jj) Personal Property Section 12.1(f)(ii) Pike Fork Pipeline Section 12.1(kk) Pipeline Section 12.1(ll) Pre-Closing Covenants Section 10.1 Pre-Closing Period Section 12.1(mm) Proceeding Section 12.1(nn) Purchase Price Section 1.1 Real Property Claim Threshold Section 10.2(b)(i) Real Property Consents Section 2.3(b) Real Property Interests Section 12.1(f)(iii) Recording Instrument Section 1.4(h) Records Section 12.1(f)(viii) Release Section 12.1(oo) Restoration Costs Section 7.9 Restricted Information Section 7.3 Rights-of-Way Section 12.1(mm) Seller Preamble Seller Damages Section 10.3 Seller Policies Section 7.8 Seller Indemnitees Section 10.3 Seller Material Adverse Effect Section 12.1(nn) Sherwood Gas Gathering and Compression System Section 12.1(ss) Sherwood Processing Facility Section 12.1(uu) Straddle Period Section 12.1(ww) Tax or Taxes Section 12.1(xx) Tax Audit Section 6.4(a) Tax Authority Section 12.1(yy) Tax Indemnified Person Section 6.4(a) Defined Term Section Tax Indemnifying Person Section 6.4(a) Tax Items Section 6.4(c) Tax Return Section 12.1(zz) Termination Date Section 9.1(d) Third Party Contract Section 2.10 Tichenal Compressor Station Section 12.1(aaa) Transfer Taxes Section 6.7 Transition Services Agreement Section 1.4(e) Zinnia Compressor Station Section 12.1(bbb) Zinnia Pipeline Section 12.1(ccc) PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of June 4, 2013, by and between MarkWest Liberty Midstream & Resources, L.L.C., a Delaware limited liability company (“Seller”) and Summit Midstream Partners, LP, a Delaware limited partnership (“Buyer”). Seller and Buyer are referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined elsewhere in this Agreement shall have the respective meanings given to such terms in Article XII.
Titles and Captions All article or section titles or captions in this Agreement are for convenience only. They shall not be deemed part of this Agreement and in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to “Articles” and “Sections” are to Articles and Sections of this Agreement.
Table of Contents, Headings and Captions The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.
Defined Terms and Marginal Headings The words "Landlord" and "Tenant" as used herein shall include the plural as well as singular. If more than one person is named as Tenant, the obligations of such persons are joint and several. The headings and titles to the articles, sections and subsections of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of this Lease.
