DevCo I LP definition
Examples of DevCo I LP in a sentence
No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by all of the Parties or if such supplement, modification or waiver is with respect to Section 5.5, executed in writing by all of the Parties, CNX, NBL, DevCo I LP, DevCo II LP and DevCo III LP.
The Parties, CNX, NBL, DevCo I LP, DevCo II LP and DevCo III LP agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the party drafting such agreement or document.
Unless otherwise specifically provided in this Agreement, each of the Parties, CNX, NBL, DevCo I LP, DevCo II LP and DevCo III LP shall pay its own expenses incident to (a) this Agreement and the other Transaction Documents and (b) all action taken in preparation for effecting the provisions of this Agreement and the other Transaction Documents.
For the avoidance of doubt, the Deductible shall apply and be calculated separately for each of the Partnership, DevCo I LP, DevCo II LP and DevCo III LP, and indemnifiable Losses attributable to the Partnership, DevCo I LP, DevCo II LP and DevCo III LP shall not be aggregated for purposes of calculating the Deductible for each such entity.
This Agreement shall be binding upon and inure to the benefit of the Parties, CNX, NBL, DevCo I LP, DevCo II LP and DevCo III LP and their respective permitted successors and assigns, but neither this Agreement nor any of the rights, benefits or obligations hereunder shall be assigned, by operation of law or otherwise, by any Party or any of CNX, NBL, DevCo I LP, DevCo II LP or DevCo III LP without the prior written consent of the other parties hereto.
For the avoidance of doubt, the Interests Assumed Obligations shall not include any matter for which CONE Gathering is obligated to indemnify a Group Member or for which DevCo I LP, DevCo II LP or DevCo III LP is obligated to indemnify CONE Gathering under the terms of this Article II.
Immediately after the Closing, DevCo I LP will have good and valid record and beneficial title to the DevCo Interests, free and clear of any Liens (other than restrictions on transfer under applicable federal and state securities laws).
To the fullest extent permitted by law, DevCo I LP shall indemnify, defend and hold harmless CONE Gathering from and against any Losses suffered or incurred by any member of the CONE Gathering Group, directly or indirectly, by reason of or arising out of the DevCo I Assumed Obligations.
As soon as reasonably practicable, the Partnership shall obtain, or cause SP Holdings or DevCo I LP to obtain, any bonds, guarantees, deposits and other pre-payments or permits required by any Governmental Authority to own or operate the ▇▇▇▇▇▇▇-Penns Assets.
Subject to Section 2.5, (i) 95% of all Asset Expenses that are incurred with respect to operations conducted or production prior to the Effective Time shall be paid by or allocated to CNX Gathering and (ii) all Asset Expenses that are incurred with respect to operations conducted or production from and after the Effective Time shall be paid by or allocated to DevCo I LP or SP Holdings.