Energy Assets definition

Energy Assets means Energy Infrastructure Assets and other assets that are used in the energy sector, including assets used in exploring, developing, producing, generating, transporting, transmitting, storing, gathering, processing, fractionating, refining, distributing, mining or marketing of natural gas, natural gas liquids, crude oil, refined products, coal, electricity or water.

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Energy Assets means assets that are used in the energy sector, including assets used in exploring, developing, producing, generating, transporting, transmitting, storing, gathering, processing, refining, distributing, mining or marketing of natural gas, natural gas liquids, crude oil, refined products, coal or electricity.

Energy Assets means, collectively, all the rights and assets owned by Tenneco or any of its Subsidiaries as of the close of business on the Distribution Date other than the Industrial Assets, the Shipbuilding Assets and the capital stock of Industrial Company and Shipbuilding Company, including without limitation: (i) the capital stock of the Energy Subsidiaries; (ii) all of the assets included on the Energy Business Pro Forma Balance Sheet which are owned by Tenneco and its Subsidiaries as of the close of business on the Distribution Date and any other asset acquired by Tenneco or any of its Subsidiaries from the date of the Energy Business Pro Forma Balance Sheet to the close of business on the Distribution Date that is owned by Tenneco and its Subsidiaries as of the close of business on the Distribution Date and that is of a type or nature that would have resulted in such asset being included as an asset on the Energy Business Pro Forma Balance Sheet had it been acquired on or prior to the date of the Energy Business Pro Forma Balance Sheet, determined on a basis consistent with the determination of assets included on the Energy Business Pro Forma Balance Sheet; and (iii) all of the assets and rights expressly allocated to Tenneco or any of the Energy Subsidiaries under this Agreement, any of the Ancillary Agreements or the Merger Agreement. "ENERGY BUSINESS" means the businesses (other than the Industrial Business and the Shipbuilding Business) that, after giving effect to the Corporate Restructuring Transactions, are or were conducted by: (i) Tenneco, the Energy Subsidiaries or any of the other members of the Energy Group; (ii) any other division, Subsidiary or investment of Tenneco, or any Energy Subsidiary or any of the other members of the Energy Group managed or operated or in existence as of the date of this Agreement or any prior time, unless such other division, Subsidiary or investment is expressly included 3

Examples of Energy Assets in a sentence

• Except as set forth in Schedule 5.1(l), to the knowledge of Atlas America, proceeds from the sale of all oil, condensate and gas produced from the Atlas Energy Assets are being received by a member of the Atlas Energy Group and are not being held in suspense by a third party for any reason.

• Except for revenues which are being suspended in accordance with applicable law and except to the extent not reasonably likely to have a Material Adverse Effect, all royalties, excess royalties, overriding royalty interests, net profit interests, production payments, and other interests burdening production from or attributable to the Atlas Energy Assets have been properly and timely paid.

• Excluding any Leases and except as set forth in Schedule 5.1(k), none of the Atlas Energy Group and, to the knowledge of Atlas America, no other party is in material breach or default of any material contract included within the Atlas Energy Assets, including any material contract of any of the Atlas Energy Group.

• Business shall be owned, directly and indirectly, by Shipbuilding Company; and (iii) the businesses, assets and liabilities of Tenneco that remain after the separations and divisions described in clauses (i) and (ii) above, including, without limitation, the Energy Assets, Energy Liabilities and Energy Business, are, after giving effect to the Distributions, owned, directly and indirectly, by Tenneco.

• Subject to compliance with applicable transfer restrictions contained in the governing documents of the investment vehicle where such investment is held, Manager shall consent to and approve, and shall cause its Affiliates to consent to and approve, any offer to purchase a portion of the Account consisting of Real Estate and Energy Assets, regardless of whether such offer was obtained by Manager or any other person.

More Definitions of Energy Assets

Energy Assets has the meaning ascribed to that term in the Distribution Agreement. "ENERGY BUSINESS" has the meaning ascribed to that term in the Distribution Agreement. "ENERGY GROUP" has the meaning ascribed to that term in the Distribution Agreement. "ENERGY SUBSIDIARIES" means the direct and indirect consolidated subsidiaries of Tenneco immediately following the Spinoffs, including the Major Subsidiaries. "EQUITY CONSIDERATION" means $750,000,000. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. "EXCHANGE AGENT" means First Chicago Trust Company of New York, or such other trust company or bank designated by Acquiror and acceptable to Tenneco, who shall act as agent for the holders of Tenneco Stock in connection with the Merger to receive the Exchange Fund (as defined in SECTION 2.6(A) hereof). "$4.50 PREFERRED STOCK" means the $4.50 Cumulative Preferred Stock of Tenneco. "$4.50 PREFERRED CONVERSION NUMBER" means the number of shares (rounded to the nearest one-thousandth of a share) of Acquiror Common Stock to be issued upon conversion of a single share of $4.50 Preferred Stock at the Effective Time pursuant to SECTION 2.5 and the other terms and conditions of this Agreement, determined by dividing (i) $115, by (ii) the Acquiror Price. "GAAP" means United States generally accepted accounting principles and practices, as in effect on the date of this Agreement, as promulgated by the Financial Accounting Standards Board and its predecessors. "GAINS TAX" has the meaning set forth in SECTION 10.1(C) hereof. "GOVERNMENTAL AUTHORITY" means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign. 4

Energy Assets means Energy Systems, Host Customer Energy Agreements and Projects (including all rights to payments with respect thereto), Equity Interests in related Excluded Subsidiaries and other assets or rights related to or reasonably necessary or useful for transactions with respect to Energy Systems.

Energy Assets means all (a) ▇▇▇ ▇▇▇ipment listed on Exhibit B of the Purchase Agreement, and (b) all other Equipment located on the Land as of the Closing Date, specifically excluding the MBC Assets.

Energy Assets. (as defined in the SEC Omnibus Order, dated October 3, 2001, relating to Alliant Energy (the "SEC Order")) granted to Alliant Energy pursuant to the SEC Order. Each of Alliant Energy, WPC and ▇▇▇▇▇▇▇ agrees to cooperate with each other and to use its reasonable best efforts to obtain an order from the SEC to the effect set forth in Post-Effective Amendment No. 3 to the Application or Declaration on Form U-1 under PUHCA (File No. 70-9891) filed with the SEC on September __, 2003, which would provide WPC and ▇▇▇▇▇▇▇ authority to invest up to $800 million at any one time outstanding in "energy assets" (including existing investments in "energy assets" of the date of the IPO), provided that such order will not materially decrease Alliant Energy's ability to continue to make limited investments in "energy assets." WPC and ▇▇▇▇▇▇▇ shall be responsible for any and all costs associated with seeking or obtaining such an order.

Energy Assets means the hydroelectric plants, and the assets associated with such business, owned by Ferroglobe and its Subsidiaries and located at each of the locations set forth on Schedule 1.1D attached hereto.

Energy Assets means the hydro-electric plants, and the assets associated with such business, located at each of the locations set forth on Schedule 1.1D attached hereto, and owned as of the Third Amendment Effective Date by FerroAtlántica, S.A., HidroNitro Espanola, S.A. and FerroPem, including, for the avoidance of doubt, the Spanish Energy Assets.

Energy Assets has the meaning ascribed to that term in the Distribution Agreement.