Excluded MLP Entities definition

Excluded MLP Entities means collectively QMLPGP, QMLP and each of their Subsidiaries, QELPGP, QELP and each of their Subsidiaries.
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Excluded MLP Entities means the MLP, MarkWest OLLC, and their Subsidiaries.
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Excluded MLP Entities means the MLP, MLP Operating Subsidiary, and their Subsidiaries.
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Examples of Excluded MLP Entities in a sentence

  • As an inducement to the Administrative Agent and Lenders to enter into this Agreement, each Subsidiary of Borrower (other than Excluded MLP Entities) shall execute a Guaranty in connection with this Agreement, in the substantially in the form and upon the terms of Exhibit E.

  • Enter into any Contractual Obligation that limits the ability of any Subsidiary (other than Excluded MLP Entities) to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower.

  • Permit the Consolidated Tangible Net Worth of the Borrower and its Subsidiaries (other than Excluded MLP Entities) as of the end of any fiscal quarter to be less than the sum of (i) $34,000,000 plus (ii) 50% of Consolidated Net Income (if positive) earned or accrued on or after October 1, 2005 plus (iii) 100% of net proceeds of all equity issued by the Borrower subsequent to the Restatement Date.

  • Without limiting the foregoing, the Borrower shall and shall cause each Subsidiary of the Borrower (other than the Excluded MLP Entities and Excluded Recombination Entities) to subject any of their deposit accounts to a control agreement in form and substance reasonably satisfactory to the Administrative Agent within 30 days of Administrative Agent's request therefor.

  • Permit the Consolidated Tangible Net Worth of the Borrower and its Subsidiaries (other than Excluded MLP Entities) as of the end of any fiscal quarter to be less than the sum of (i) $30,000,000 plus (ii) 50% of Consolidated Net Income (if positive) earned or accrued on or after July 1, 2006 plus (iii) 100% of net proceeds of all equity issued by the Borrower subsequent to the Second Restatement Date.

  • As of the Restatement Date the Borrower (i) will have no Subsidiaries (other than Excluded MLP Entities) other than those specifically disclosed in Schedule 5.13, (ii) will have no equity investment in any other corporation or other entity other than those specifically disclosed in Schedule 5.13, and (iii) will have no other Investments except as disclosed in Schedule 5.13.

  • As of the Second Restatement Date the Borrower (i) will have no Subsidiaries (other than Excluded MLP Entities) other than those specifically disclosed in Schedule 5.13, (ii) will have no equity investment in any other corporation or other entity other than those specifically disclosed in Schedule 5.13, and (iii) will have no other Investments except as disclosed in Schedule 5.13.

Related to Excluded MLP Entities

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Excluded Businesses has the meaning set forth in Schedule 1.

  • Spinco Subsidiaries means all direct and indirect Subsidiaries of Spinco immediately following the Contribution.

  • Excluded Subsidiaries means any Subsidiary of any Holding Company that is not itself a Holding Company or the Borrower and that is: (a) listed on Schedule 1.02 as of the Closing Date; (b) a CFC or a CFC Holding Company; (c) any not-for-profit Subsidiary; (d) a Joint Venture or a Subsidiary that is not otherwise a wholly-owned Restricted Subsidiary; (e) an Immaterial Subsidiary; (f) an Unrestricted Subsidiary; (g) a Captive Insurance Subsidiary or other special purpose entity; (h) prohibited by any applicable Requirement of Law or contractual obligation from guaranteeing or granting Liens to secure any of the Secured Obligations or with respect to which any consent, approval, license or authorization from any Governmental Authority would be required for the provision of any such guaranty (but in the case of such guaranty being prohibited due to a contractual obligation, such contractual obligation shall have been in place at the Closing Date or at the time such Subsidiary became a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary); provided that each such Restricted Subsidiary shall cease to be an Excluded Subsidiary solely pursuant to this clause (h) if such consent, approval, license or authorization has been obtained (it being understood and agreed that no Loan Party or Restricted Subsidiary shall be required to seek any such consent, approval, license or authorization); (i) with respect to which the Borrower (in consultation with the Administrative Agent) reasonably determines that guaranteeing or granting Liens to secure any of the Secured Obligations would result in material adverse tax consequences; (j) with respect to which the Borrower and the Administrative Agent reasonably agree that the cost and/or burden of providing a guaranty of the Secured Obligations outweighs the benefits to the Lenders; (k) a direct or indirect Subsidiary of an Excluded Subsidiary; (l) a Securitization Subsidiary; (m) organized or incorporated outside of the United States or any state, province, territory or jurisdiction thereof, (n) [reserved] and (o) any Restricted Subsidiary acquired pursuant to a Permitted Acquisition or other permitted Investment that, at the time of such Permitted Acquisition or other permitted Investment, has assumed secured Indebtedness permitted hereunder and not incurred in contemplation of such Permitted Acquisition or other Investment and each Restricted Subsidiary that is a Subsidiary thereof that guarantees such Indebtedness, in each case to the extent (and solely for so long as) such secured Indebtedness prohibits such Restricted Subsidiary from becoming a Guarantor (provided that each such Subsidiary shall cease to be an Excluded Subsidiary under this clause (o) if such secured Indebtedness is repaid or becomes unsecured, if such Restricted Subsidiary ceases to be an obligor with respect to such secured Indebtedness or such prohibition no longer exists, as applicable).

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Excluded Business has the meaning set forth in Section 6.10.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Partnership Group Member means any member of the Partnership Group.

  • MLP has the meaning given such term in the introduction to this Agreement.

  • Seller Group Member means (a) Seller and its Affiliates, (b) directors, officers and employees of Seller and its Affiliates and (c) the successors and assigns of the foregoing.

  • Excluded Properties the collective reference to the fee or leasehold interest in real properties owned by the Parent Borrower or any of its Subsidiaries not described in Schedule 5.8.

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Retained Subsidiaries means all Subsidiaries of Sellers and their respective direct and indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

  • Excluded Equity Interests means, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

  • Transferred Entities means the entities set forth on Schedule 1.5.

  • Excluded Persons means (A) the Company or any Regency Entity; (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Regency Entity; (C) an underwriter temporarily holding securities pursuant to an offering of such securities; or (D) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock in the Company.

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Partnership Subsidiary means Host LP and any partnership, limited liability company, or other entity treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes in which either Host REIT or Host LP owns (or owned on or after January 1, 1999) an interest, either directly or through one or more other partnerships, limited liability companies or other entities treated as a partnership for federal income tax purposes or disregarded as a separate entity for federal income tax purposes (whether or not Host REIT or Host LP has a controlling interest in, or otherwise has the ability to control or direct the operation of, such entity). Notwithstanding the foregoing, the term “Partnership Subsidiary” shall not in any way be deemed to include the Non-Controlled Subsidiaries or subsidiaries thereof, the Taxable REIT Subsidiaries or subsidiaries thereof, or the Subsidiary REITs or subsidiaries thereof.

  • Excluded Parties shall have the meaning assigned to such term in Section 9.16.

  • Excluded Contracts has the meaning set forth in Section 2.02(a).

  • Buyer Group Member means Buyer and its Affiliates and their respective successors and assigns.

  • Excluded IP has the meaning assigned to such term in the U.S. Security Agreement.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Parent Subsidiaries means the Subsidiaries of Parent.

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).

  • Acquired Companies means, collectively, the Company and the Company Subsidiaries.