Examples of Haynesville Assets in a sentence
Parent/HS shall timely prepare or cause to be prepared and timely file or cause to be filed all Tax Returns with respect to ownership and operation of the Haynesville Assets for all Pre-Closing Tax Periods.
None of the Haynesville Assets directly or indirectly secure any Indebtedness, the interest on which is tax-exempt under Section 103(a) of the Code.
Except for the XX Xxxxx or as otherwise set forth on Schedule 4.14, in connection with the operations of the Haynesville Business, neither HS nor any of its Affiliates own any material Intellectual Property or possess any licenses to use any material Intellectual Property (other than customary software licenses relating to “off-the-shelf” software) that is used in connection with the Haynesville Assets or the operation of the Haynesville Business as currently conducted.
Except as set forth on Schedule 4.8, the Haynesville Assets, together with the Transition Services Agreement and Gas Gathering Agreement, constitute all assets and properties reasonably necessary to operate the Haynesville Business as currently conducted by HS.
The Majority Lenders hereby authorize the Administrative Agent, pursuant to Section 9.13 and Section 11.10 of the Credit Agreement and contemporaneous with the execution of the Newco LLC Agreement, to release, execute and deliver to the Borrower, at the Borrower’s sole cost and expense, any and all releases of Liens, termination statements, assignments or other documents reasonably requested by the Borrower in connection with the contribution of the Haynesville Assets to Newco.
The Haynesville Assets will not be included in the Assets to be contributed to the Acquired Company pursuant to the Conveyance Documents.
Schedule 4.14 sets forth all insurance policies of KinderHawk, HS or any of its Affiliates that provides coverage with respect to the Haynesville Assets, the Eagle Ford Assets, the Haynesville Business or the Eagle Ford Business (including amounts and types of coverage) (the “Insurance Policies”).
To HS’ Knowledge, the use of the Haynesville Assets and the operations of the Haynesville Business as currently conducted, do not materially conflict with any Intellectual Property of any third parties.
The trademarks, trade names and trade dress of HS, the words “Hawk Field Services” and “Petrohawk,” and derivatives and variations thereof (collectively, the “XX Xxxxx”) appear on some of the Haynesville Assets and are used in connection with the operating thereof, including on signs at the offices, and on supplies, materials, stationary, brochures, advertising materials, manuals and similar consumable items owned or used by the members of HS.
Upon such formation and as of the Closing, Newco will be a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and will have all requisite limited liability company power and authority to own, operate and lease its properties and assets and to carry on its business, including ownership and operation of the Haynesville Assets.