Arizona LNG definition
Examples of Arizona LNG in a sentence
Any Gas Supply and Hedge Contract shall be terminated, cancelled or modified in a manner that is materially adverse to Arizona LNG; provided, that notwithstanding the foregoing, any Gas Supply and Hedge Contract may be replaced by a similar agreement with terms no less favorable to Arizona LNG.
The Company is the owner of record and beneficially of 100% of the ownership interests of Applied LNG and Arizona LNG.
Prior to the Closing, the Seller has contributed all of its assets (including, without limitation Arizona LNG and Applied LNG) but no liabilities (other than disclosed trade payables), tax liabilities or contingent tax liabilities to New Earth LNG, Inc.
If Apollo LNG and Apollo are required to pay any such Tax, then, in such event Apollo LNG shall have the right to encumber the assets of Arizona LNG and ALT (the “Tax Lien”) for the purpose of borrowing the funds necessary to pay such Taxes.
Earth Biofuels of Cordele, LLC By: By: Name: Name: Title: Title: Arizona LNG, LLC B20 Customs LLC By: By: Name: Name: Title: Title: Fleet Star, Inc.
The Tax Lien shall have priority over any Liens created upon the assets of Arizona LNG or ALT securing the payment of the Purchase Note, but shall be inferior to the JBK Liens.
Attached as Schedule 6.1(e) are true and complete copies of (i) a preliminary October 2005 trial balance for HLDM derived from HLDM’s accounting records (the “HLDM Trial Balance”), and (ii) the preliminary unaudited balance sheet and related statements of income and cash flow of Arizona LNG (the “Arizona LNG Financial Statements”) as of September 30, 2005 (the “Balance Sheet Date”).
Arizona LNG has previously delivered or made available to Apollo complete and correct copies of its certificate of formation, limited liability company agreement, and other organizational documents as amended and presently in effect, and HLDM has previously delivered or made available to Apollo complete and correct copies of its articles of incorporation, bylaws, and other organizational documents as amended and presently in effect.
By: By: --------------------------------- ---------------------------------- Name: Name: Title: Title: Arizona LNG, LLC B20 Customs LLC By: By: --------------------------------- ---------------------------------- Name: Name: Title: Title: Fleet Star, Inc.
Apollo and Apollo LNG hereby agree to pay any Taxes payable by either HLDM, Neptune Leasing, Inc., or Golden Spread Energy, Inc., arising out of the transaction described in item 1 of Schedule 6.1(i); it being expressly agreed, in this respect, that if it is determined that the value of the settlement with El Paso Field Services, and/or the acquisition of Arizona LNG, L.L.C. was or is, now or in the future, taxable to HLDM or to Neptune Leasing, Inc.