Centrahoma JV definition
Examples of Centrahoma JV in a sentence
Centrahoma JV is duly organized, validly existing and in good standing under the Laws of the State of Delaware and has the requisite limited liability company power and authority to own or lease its assets and to conduct its business as it is now being conducted.
In connection with Buyer’s investigation of Centrahoma JV and the Business, Buyer and its Representatives have received from the Seller Parties or their respective Representatives certain projections and other forecasts for Centrahoma JV and certain estimates, plans and budget information.
Seller owns a 60% membership interest in Centrahoma JV and has good and valid title to, holds of record and owns beneficially the ARMC Centrahoma Interest free and clear of any Liens other than Permitted Liens and the Liens set forth in Schedule 3.7. The ARMC Centrahoma Interest represents Seller’s entire equity interest in Centrahoma JV.
Centrahoma JV has made available to Buyer true copies of all existing Organizational Documents of Centrahoma JV.
Except as disclosed on Schedule 4.18, there do not exist as of the date of this Agreement any gas imbalances (production, gathering, processing, transportation or otherwise) which are associated with the Property and Centrahoma JV has not received any quantity of gas prior to the Effective Time for which Buyer will have a duty to deliver an equivalent quantity of gas after the Effective Time.
Except as set forth in Schedule 4.17(b), the personal property owned by Centrahoma JV and used in the Business are subject to no Liens other than Permitted Liens.
Except as set forth in Schedule 4.10 (a) there are no Proceedings before any Governmental Authority pending or, to the Knowledge of Seller, threatened by any Person against Centrahoma JV and (b) there is no outstanding Order against Centrahoma JV or any of its assets or properties.
Except as set forth in Schedule 4.16, Centrahoma JV is not a party to any outstanding agreements or contracts with any service provider that cannot be terminated upon notice by and at no expense or liability to Centrahoma JV, or that provide for the payment by Centrahoma JV of any severance, compensation, bonus, commission, or any similar remuneration following termination of such agreement or contract.
Centrahoma JV engages the services of Kahuna Operating LLC (“Kahuna”) as an independent contractor pursuant to that certain Facilities Operating Agreement between them dated March 1, 2008 (the “Operating Agreement”).
No Person other than Parent has any liability or obligations for any costs or expenses related to Parent’s engagement of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., and no agreements or other arrangements with ▇▇▇▇▇▇▇, Sachs & Co. relating to or affecting Centrahoma JV or the Business exist that will continue after the Closing Date.