Memorial Entities definition

Memorial Entities means the Partnership Parties and Memorial Resource Development LLC, a Delaware limited liability company (“Memorial Resource”); and (4) “Partnership Properties” means all of the assets and properties owned by the Partnership Entities, including, commencing on the Closing Date, the Beta Properties (as defined herein). Reference herein to: (1) “Beta PSA” means that certain purchase and sale agreement, dated November 19, 2012, between the Operating Company and Rise Energy Partners, LP regarding the sale of equity interests in Rise Energy Operating, LLC (“Rise Energy” and together with its subsidiaries, the “Beta Entities”); (2) “Beta Acquisition” means the purchase of all of the outstanding equity interests in Rise Energy which, together with its subsidiaries, owns interests in oil and gas producing properties and assets offshore Southern California; and (3) “Beta Properties” means the properties and assets of the Beta Entities. The Partnership Parties wish to confirm as follows their agreement with you and the other several Underwriters, on whose behalf you are acting, in connection with the several purchases of the Firm Units and of the Option Units, if any, from the Partnership.
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Memorial Entities means the Partnership Parties, BlueStone, WHT, Classic, Classic Hydrocarbons and Craton; (4) “Partnership Properties” means the Columbus Interest, the ETX Interest, the Classic Properties and the Derivatives Contracts; and (5) “MRD Entities” means the Funds and the Memorial Entities. This is to confirm the agreement among the Partnership Parties and the Underwriters concerning the purchase by the Underwriters of the Firm Units and of the Option Units, if any, from the Partnership by the Underwriters.
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Memorial Entities means the Partnership Entities and Memorial Resource Development LLC, a Delaware limited liability company (“Memorial Resource”); (8) “Beta Entities” means Rise Energy Operating, LLC, a Delaware limited liability company (“Rise Energy Operating”), Rise Energy
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Examples of Memorial Entities in a sentence

  • None of the Memorial Entities has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the 1934 Act or otherwise, stabilization or manipulation of the price of any security of the Partnership Parties to facilitate the sale or resale of the Securities.


More Definitions of Memorial Entities

Memorial Entities means the Partnership Parties and Memorial Resource Development LLC, a Delaware limited liability company (“Memorial Resource”); (4) “Beta Entities” means Rise Energy Operating, LLC, a Delaware limited liability company, Rise Energy Minerals, LLC, a Delaware limited liability company, Rise Energy Beta, LLC, a Delaware limited liability company and San Xxxxx Bay Pipeline Company, a California corporation; and (5) “Partnership Properties” means all of the assets and properties owned by the Partnership Entities. Reference herein to: (1) “WHT Entities” means WHT Energy Partners LLC, a Delaware limited liability company and WHT Carthage LLC, a Delaware limited liability company; (2) “WHT PSA” means that certain purchase and sale agreement, dated March 18, 2013, among the Operating Company, Tanos Energy, LLC, WildHorse Resources, LLC and Memorial Resource regarding the sale of equity interests in WHT; (3) “WHT Acquisition” means the purchase of all of the outstanding equity interests in WHT, which owns, among other things, interests in oil and gas producing and non-producing properties in East Texas and North Louisiana; and (4) “WHT Properties” means the properties and assets of the WHT Entities. The Partnership Parties wish to confirm as follows their agreement with you and the other several Underwriters, on whose behalf you are acting, in connection with the several purchases of the Firm Units and of the Option Units, if any, from the Partnership.
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Memorial Entities means the Partnership Entities and Memorial Resource Development LLC, a Delaware limited liability company (“Memorial Resource”); (8) “Beta Entities” means Rise Energy Operating, LLC, a Delaware limited liability company, Rise Energy Minerals, LLC, a Delaware limited liability company, Rise Energy Beta, LLC, a Delaware limited liability company, and San Xxxxx Bay Pipeline Company, a California corporation; (9) “Partnership Properties” means all of the assets and properties owned by the Partnership Entities; (10) “WHT Entities” means WHT Energy Partners LLC, a Delaware limited liability company, and WHT Carthage LLC, a Delaware limited liability company; (11) “Operating Company” means Memorial Production Operating LLC, a Delaware limited liability company; (12) “WHT Properties” means the properties and assets owned by the WHT Entities; (13) “Cinco Entities” means Memorial Energy Services LLC, a Delaware limited liability company, Memorial Midstream LLC, a Texas limited liability company, and Prospect Energy, LLC, a Colorado limited liability company; and (14) “Cinco Properties” means the properties and assets owned by the Cinco Entities. The Securities will be offered and sold to the Initial Purchasers without registration under the 1933 Act, in reliance on the exemption provided by Section 4(a)(2) of the 1933 Act. The Issuers and the Guarantors have prepared a preliminary offering memorandum, dated October 7, 2013 (the “Preliminary Offering Memorandum”), and a pricing term sheet substantially in the form attached hereto as Exhibit D (the “Pricing Term Sheet”) setting forth the terms of the Securities omitted from the Preliminary Offering Memorandum. Promptly following the execution of this Agreement, the Issuers and the Guarantors will prepare an offering memorandum, dated October 7, 2013 (the “Offering Memorandum”), setting forth information regarding the Partnership Parties and the Securities. The Preliminary Offering Memorandum, as supplemented and amended as of the Applicable Time, together with the Pricing Term Sheet and any of the documents listed on Exhibit E hereto are collectively referred to as the “General Disclosure Package.” The Issuers and the Guarantors hereby confirm that they have authorized the use of the General Disclosure Package and the Offering Memorandum in connection with the offering and resale of the Securities by the Initial Purchasers. Any reference to the General Disclosure Package or the Offering Memorandum shall be deemed to ...
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Memorial Entities means the Partnership Parties and Memorial Resource Development LLC, a Delaware limited liability company (“Memorial Resource”); and (4) “Partnership Properties” means all of the assets and properties owned by the Partnership Entities. The Partnership Parties wish to confirm as follows their agreement with you and the other several Underwriters, on whose behalf you are acting, in connection with the several purchases of the Firm Units and of the Option Units, if any, from the Partnership.
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Memorial Entities means the Partnership Parties and the Selling Unitholder; and (4) “Partnership Properties” means all of the assets and properties owned by the Partnership Entities. The Partnership Parties and the Selling Unitholder wish to confirm as follows their agreement with you in connection with the purchase of the Units from the Selling Unitholder.
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Related to Memorial Entities

  • Entities means event and competition organisers/promoters/managers, land and track owners/managers/administrators/lessees, CAMS affiliated clubs, state and territory governments and insured listed in CAMS’ public/product/professional indemnity insurance policies and each of their related bodies corporate (including their related bodies corporate) and each of their organs and agencies, officers/president/directors/executives, employees, servants, agents, partners, providers, members, competitors, drivers, co-drivers, navigators, officials, crew members, pit crew, delegates, licence holders, representatives, commissions, committees, advisers, trustees, councils, panels, shareholders, volunteers, officials, appointees, delegated bodies and sponsors.

  • Tribal Entity means a federally-recognized tribal entity performing tribal governmental functions and eligible for funding and services from the U.S. Department of Interior by virtue of its status as an Indian tribe.

  • Holding Entities means the subsidiaries of the Infrastructure Partnership, from time to time, through which it indirectly holds all of the Partnership’s interests in the operating entities.

  • Partnership Entities means the General Partner and each member of the Partnership Group.

  • Participating Entities and “Participating Entity” are defined on the Coversheet.

  • Operating Company means an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c) of the Plan Asset Regulations.

  • Company Entities means the Company and the Company Subsidiaries.

  • Operating Companies shall have the meaning specified in the recitals to this Agreement.

  • Operating Entities means, from time to time, the Persons in which the Holding Entities, directly or indirectly, hold interests and that (i) directly hold real estate assets, or (ii) indirectly hold real estate assets but all of the interests of which are not held, directly or indirectly, by the Holding Entities, other than, in the case of each of (i) and (ii), any Person in which the Holding Entities, directly or indirectly, hold interests for investment purposes only of less than 5% of the outstanding equity securities of that Person;

  • Related Entities means contractors and subcontractors of a Party at any tier; grantees, investigators, customers, and users of a Party at any tier and their contractors or subcontractor at any tier; or, employees of the Party or any of the foregoing.

  • Partnership Parties has the meaning assigned to such term in the preamble.

  • Local entity means any city, county, city and county, or joint powers authority within the state within whose jurisdiction a State Video Franchise Holder may provide Video Service.6

  • Special Entity means any joint venture, limited liability company or partnership, general or limited partnership or any other type of partnership or company other than a corporation in which the Borrower or one or more of its other Subsidiaries is a member, owner, partner or joint venturer and owns, directly or indirectly, at least a majority of the equity of such entity or controls such entity, but excluding any tax partnerships that are not classified as partnerships under state law. For purposes of this definition, any Person which owns directly or indirectly an equity investment in another Person which allows the first Person to manage or elect managers who manage the normal activities of such second Person will be deemed to "control" such second Person (e.g. a sole general partner controls a limited partnership).

  • Regional Entity shall have the same meaning specified in the Operating Agreement.

  • SpinCo Entities means the entities, the equity, partnership, membership, limited liability, joint venture or similar interests of which are set forth on Schedule IV under the caption “Joint Ventures and Minority Investments.”

  • Operating Partnership has the meaning set forth in the preamble.

  • Operating Partnership Agreement means the Amended and Restated Agreement of Limited Partnership of the Operating Partnership, as it may be amended, supplemented or restated from time to time.

  • Restricted Parties has the meaning set forth in Section 6.15(a).

  • Sponsor Entities means (i) CSL Capital Management, LLC, Ranger Energy Holdings, LLC and Torrent Energy Holdings, LLC and (ii) any of their respective Affiliates and any investment fund or other Person advised or managed by any Sponsor Entity; provided, however, that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.

  • Affiliated Entities means any legal entity, including any corporation, limited liability company, partnership, not-for-profit corporation, estate planning vehicle or trust, which is directly or indirectly owned or controlled by the Stockholder or his or her descendants or spouse, of which such Stockholder or his or her descendants or spouse are beneficial owners, or which is under joint control or ownership with any other person or entity subject to a lock-up agreement regarding the Common Stock with terms substantially identical to this Agreement.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Partnership has the meaning set forth in the Preamble.

  • 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.

  • Buyer Entities means, collectively, Buyer and all Buyer Subsidiaries.