Laurel Mountain definition
Examples of Laurel Mountain in a sentence
At or promptly after Closing, APL and APL Sub shall transfer to Atlas all books, records and files in their possession related to the Laurel Mountain Business; provided, however, that APL and APL Sub shall be permitted to retain copies of such books, records and files to the extent required by applicable Law, as APL and APL Sub determine is necessary for regulatory, legal or judicial process purposes or any other proper business purposes, or as otherwise permitted under the LMM Agreement.
There is (a) no Action pending, or, to the knowledge of APL, threatened against, any APL Party, or their respective properties or rights; and (b) no Order outstanding against any APL Party, whether or not such liability is insured, in the cases of clauses (a) and (b), relating to Laurel Mountain or the Laurel Mountain Business, except in the cases of clauses (a) and (b), any such Actions or Orders that, individually or in the aggregate, as would not be materially adverse to the Acquired LMM Interest.
Neither APL Sub nor, to APL’s knowledge, Laurel Mountain is in default or violation of any term, condition or provision of, the LMM Agreement.
Promptly after the date hereof, ATN and APL Sub shall execute and deliver to W▇▇▇▇▇▇▇ Sub and Laurel Mountain a document in the form of Exhibit B.
The Parties acknowledge that for federal and applicable state and local income tax purposes, any adjustment to the income or loss of Laurel Mountain for periods prior to Closing will, and any such adjustment for periods that include the Closing may, result in adjustments to the income or loss of APL.
The Parties acknowledge that for the taxable year of Laurel Mountain that includes the Closing, both APL Sub and ATN should be viewed as “partners” for income Tax purposes and thus would be expected to be able to independently exercise rights in any such audit or contest, both as to rights against the Tax Matters Member and as to rights before the relevant tax authority.
To the knowledge of APL, Laurel Mountain does not have any outstanding bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible or exchangeable into or exercisable for securities having the right to vote) with the holders of equity interests of Laurel Mountain on any matter.
In providing the gathering services, the Managing General Partner may use the gathering system owned by Laurel Mountain Midstream, LLC, as described in the Private Placement Memorandum, and natural gas processing plants in Pennsylvania in which the Managing General Partner and/or its Affiliates owns an interest, as well as gathering systems owned by independent third-parties.
Subject to Sections 2 (d) and 4 (a) relating to Developer’s interest in gathering lines for the ▇▇▇▇▇, Developer shall have no interest in any natural gas pipeline and gathering system or processing plant, including but not limited to gathering system’s owned by the Operator or its Affiliates, including Laurel Mountain Midstream, LLC’s gathering system and processing plants in Indiana in which an affiliate of the Developer owns an interest.
The special committee of the board of directors, or similar governing body, of APL GP has received the opinion of S▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Company, dated November 8, 2010, to the effect that, as of such date, and based upon and subject to the assumptions, qualifications and limitations set forth in the opinion, the aggregate considerations to be received by APL in connection with the Laurel Mountain Acquisition is fair, from a financial point of view, to APL.