Drop-Down Agreement definition

Drop-Down Agreement means the asset transfer agreement between ADS and the Corporation, effective as of the Pre-Closing Reorganization Effective Time, pursuant to which ADS transferred all of the assets and operations of the Business (other than the Excluded Assets, as defined therein) to the Corporation, an executed copy of which agreement is attached as part of Schedule 3.3.14 of the Vendors' Disclosure Schedule.
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Drop-Down Agreement means the Purchase and Sale Agreement by and among the Partnership, SPLC and the Operating Company, dated as of May 12, 2015.
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Drop-Down Agreement has the meaning set forth in the Recitals;
Sample 1

Examples of Drop-Down Agreement in a sentence

  • The Parties agree that the Drop-Down Agreement executed at Closing will reflect the foregoing.

  • The Parties agree that the insurance policies held by Seller will not be considered Contributed Assets pursuant to the Drop-Down Agreement.

  • This plain reading of the terms of the treaty is, moreover, supported by scholarly analysis of the text and of the underlying issue.

  • From time to time after the Closing Date, each Party shall, at the request of any other Party, execute and deliver, or cause to be executed and delivered, such additional conveyances, transfers and other assurances and take, or cause to be taken, all such action as is reasonably required to effectively transfer the Purchased Shares to Purchaser and carry out the purposes and intent of this Agreement and the Drop-Down Agreement.

  • All conditions precedent to the Drop-Down Transactions shall have been fulfilled or waived in accordance with the Drop-Down Agreement, and closing of the Drop-Down Transactions shall have been consummated or the parties to the Drop-Down Agreement shall be ready, willing and able to consummate the Drop-Down Transactions promptly following the Closing.

  • None of the EQM Entities is party to or bound by any agreement that would modify any of the EQM Entities’ rights under the Drop-Down Agreement.

  • Such Licenses collectively constitute all of the Licenses that will be necessary to permit the Company to lawfully conduct the portion of the Business conducted by the Vendor in the manner in which the Vendor conducts such portion of the Business, and to permit the Company to own and use the properties to be transferred to it under the U.S. Drop-Down Agreement in the manner in which the Vendor currently owns and uses such properties in its conduct of the portion of the Business conducted by it.

  • All conditions precedent to the Drop-Down Transactions shall have been fulfilled or waived in accordance with the Drop-Down Agreement as in effect as of the date hereof, and closing of the Drop-Down Transactions shall have been consummated, or the parties to the Drop-Down Agreement shall be ready, willing and able to consummate the Drop-Down Transactions substantially simultaneously with the Closing, on the terms reflected in the Drop-Down Agreement as in effect as of the date hereof.

  • Such Licences collectively constitute all of the Licences that will be necessary to permit the Company to lawfully conduct the portion of the Business conducted by the Vendor in the manner in which the Vendor conducts such portion of the Business, and to permit the Company to own and use the properties to be transferred to it under the Canadian Drop-Down Agreement in the manner in which the Vendor currently owns and uses such properties in its conduct of the portion of the Business conducted by it.

  • Immediately prior to the Effective Time of the Canadian Drop-Down Agreement, the Vendor shall be the sole shareholder of the Company.


More Definitions of Drop-Down Agreement

Drop-Down Agreement means a Purchase and Sale Agreement, in substantially the form attached as Exhibit B pursuant to which the Company will transfer to the SXE Group the partnership interests and membership interests in Frio LaSalle Pipeline and Frio LaSalle GP, respectively, in exchange for the consideration set forth therein.
Sample 1
Drop-Down Agreement means the TSAT Asset Transfer Agreement dated as ------------------- of February 6, 1998, between the Company and TSAT.
Sample 1
Drop-Down Agreement means the IC Plan Agreement between VDK Foods LLC and VDK Holdings, Inc., dated April 8, 1998, between VDK LLC and the Company.
Sample 1
Drop-Down Agreement has the meaning given to it in Section 2.4(c).
Sample 1
Drop-Down Agreement means that certain Contribution and Sale Agreement, dated as of the date hereof, by and among EQT, Rice Midstream Holdings LLC, EQM and EQM Gathering Holdings, LLC.
Sample 1

Related to Drop-Down Agreement

  • Buydown Agreement An agreement between a Person and a Mortgagor pursuant to which such Person has provided a Buydown Fund.

  • Connection Agreement means an agreement entered into between a distributor and a person connected to its distribution system that delineates the conditions of the connection and delivery of electricity to or from that connection;

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Factoring Agreement means any factoring agreement by and between Borrower and/or any Restricted Subsidiary and a Factor.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • SCM Agreement means the Agreement on Subsidies and Countervailing Measures in Annex 1A to the WTO Agreement;

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • Transaction Agreement has the meaning set forth in the recitals.

  • Sponsor Letter Agreement has the meaning set forth in the recitals to this Agreement.

  • Joint Agreement means a type of Fund Use Agreement between the Consortium and the Fund Council that sets forth an umbrella set of terms and conditions that govern principally the submission and approval of CRP proposals and the transfer and use of funds from the CGIAR Fund for implementation of CRPs.

  • Compliance agreement means a written agreement between a person and the Commissioner to achieve compliance with this quarantine.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Project Loan Agreement means the Project Loan Agreement dated as of the date hereof among the Borrower, the Governmental Lender and the Fiscal Agent, as amended, supplemented or restated from time to time.

  • New Management Agreement means the management agreement to be entered into between Buyer and the Manager for the operation and management of the Hotel on and after the Closing Date.

  • Management Agreement means the agreement of the Directors in the form attached hereto as Schedule C. The Management Agreement shall be deemed incorporated into, and a part of, this Agreement.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Netting Agreement means a netting agreement, master netting agreement or other similar document having the same effect as a netting agreement or master netting agreement and, as applicable, any collateral annex, security agreement or other similar document related to any master netting agreement or Permitted Contract.

  • Reaffirmation Agreement means the Reaffirmation Agreement dated as of the Closing Date by the Borrower and the Guarantors to the Administrative Agent for the benefit of the Secured Parties.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Operating Agreement means this Operating Agreement as originally executed and as amended from time to time.

  • Financing Agreement means any lease purchase agreement, installment sale agreement, loan agreement, line of credit or other agreement of the department or, with the approval of the director, and any agency, to finance the improvement, use or acquisition of real or personal property that is or will be owned or operated by one or more agencies of the State, the department or any agency, or to refinance previously executed financing agreements including certificates of participation relating thereto. The School shall not act as a guarantor of any such financing agreement.

  • Co-financing Agreement means the agreement to be entered into between the Recipient and the Co-financier providing for the Co-financing.

  • PILOT Agreement means the Agreement for Payments in Lieu of Ad Valorem Taxes entered into by and among the Board, the Company, the City and the County.

  • JV Agreement has the meaning set forth in the Recitals.

  • Subordination Agreement means an agreement among the Agent, the applicable Borrower or Subsidiary of the Borrower and the holder of any Subordinated Debt, pursuant to which such Indebtedness is made subordinate in right of payment to Payment in Full of all Obligations on terms reasonably satisfactory to the Agent.