Midstream Joint Venture definition

Midstream Joint Venture means the joint venture between the Company and Kohlberg Kravis Xxxxxxx & Co. L.P. pursuant to the Contribution Agreement between QRCI and the Fortune Creek Gathering and Processing Partnership, dated as of December 23, 2011.
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Midstream Joint Venture means a contemplated transaction on terms substantially similar (and not materially less favorable to QRCI, taken as a whole, than) those disclosed by the Borrower to the Global Administrative Agent prior to the Effective Date that will involve the following transactions (or such similar or related transactions not material and adverse to the Combined Lenders, taken as a whole): (a) the Investment, directly or indirectly, by QRCI in a partnership by the exchange of the Existing Midstream Assets for an interest in the partnership and cash (which partnership interest will be held directly by QRCI or, following a transaction between QRCI and an Unrestricted Subsidiary wherein QRCI will receive Equity Interests in such Unrestricted Subsidiary in exchange for cash and the partnership interests QRCI holds, through an Unrestricted Subsidiary), (b) the entering into of certain agreements pursuant to which QRCI will agree to dedicate and to cause its Subsidiaries to dedicate certain of the production arising from or attributable to their working interest shares of natural gas to one or more Unrestricted Subsidiaries or such partnership and to have certain of its Hydrocarbons production (i) gathered and transported in certain of the Existing Midstream Assets and (ii) processed and treated in future midstream assets of such partnership, (c) the entering into of certain operating agreements and services agreements with respect to the operations of such partnership and (d) the purchase by QRCI of certain compression assets currently used or under construction on the Maxhamish Pipeline upon completion of the related processing facility for a purchase price of $33,000,000 plus any applicable transfer taxes.
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Midstream Joint Venture means a contemplated transaction on terms substantially similar (and not materially less favorable to the Borrower, taken as a whole, than) those disclosed by the Parent to the Global Administrative Agent prior to the Effective Date that will involve the following transactions (or such similar or related transactions not material and adverse to the Combined Lenders, taken as a whole): (a) the Investment, directly or indirectly, by the Borrower in a partnership by the exchange of the Existing Midstream Assets for an interest in the partnership and cash (which partnership interest will be held directly by the Borrower or, following a transaction between the Borrower and an Unrestricted Subsidiary wherein the Borrower will receive Equity Interests in such Unrestricted Subsidiary in exchange for cash and the partnership interests the Borrower holds, through an Unrestricted Subsidiary), (b) the entering into of certain agreements pursuant to which the Borrower will agree to dedicate and to cause its Subsidiaries to dedicate certain of the production arising from or attributable to their working interest shares of natural gas to one or more Unrestricted Subsidiaries or such partnership and to have certain of its Hydrocarbons production (i) gathered and transported in certain of the Existing Midstream Assets and (ii) processed and treated in future midstream assets of such partnership, (c) the entering into of certain operating agreements and services agreements with respect to the operations of such partnership and (d) the purchase by the Borrower of certain compression assets currently used or under construction on the Maxhamish Pipeline upon completion of the related processing facility for a purchase price of US$33,000,000 plus any applicable transfer taxes.
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Examples of Midstream Joint Venture in a sentence

  • The Members are required to approve business plans, annual budgets and revisions, as well as changes in board members and officers of the Midstream Joint Venture.

  • Each Member has two voting board seats, providing joint and equal control of the decisions of the Midstream Joint Venture.

  • The Company does not have a difference between the carrying value of its investments and the Company’s underlying equity in the net assets of the Midstream Joint Venture.

  • The Company has concluded that the Midstream Joint Venture is a joint venture as it’s a separate and specific business and provides an arrangement under which the Members may participate, directly or indirectly, in the overall management and share equally in the risks and rewards of the joint venture.

  • The Company measures its investments initially at cost and then recognizes its share of the earnings or losses as reported in the financial statements of the Midstream Joint Venture which is included in the determination of the Company’s net income adjusted for any intra-entity profits and losses.

  • The Members each have joint control and neither has unilateral control over the power to direct the significant activities and neither of the Midstream Joint Venture.

  • The Company accounts for its investments in the Midstream Joint Venture under the equity method of accounting since it has significant influence and not control over the operating and financing decisions of the Midstream Joint Venture.

  • Upon closing of the Midstream Joint Venture on January 9, 2015, the Company contributed $3.6 million in cash and assets with attributable value of $0.2 million and the other Member contributed midstream assets with an attributable value of $3.3 million and cash of $0.5 million (the “Initial Contribution”) to initiate the capitalization of the Midstream Joint Venture as prescribed in the Investment Agreement dated as of January 9, 2015 (the “Investment Agreement”).

  • The Company has elected to account for its investments in the Midstream Joint Venture under the equity method of accounting since it has significant influence and not control over the operating and financing decisions of the Midstream Joint Venture.

  • During the year ended December 31, 2015, the Company’s total cash contribution to the Midstream Joint Venture was $37.4 million.


More Definitions of Midstream Joint Venture

Midstream Joint Venture means a contemplated transaction on terms substantially similar (and not materially less favorable to the Borrower than) those disclosed by the Borrower to the Lenders prior to the Effective Date, that will involve (a) the Investment by the Borrower of the Existing Midstream Assets and not more than $50,000 cash to two separate formed or to-be-formed Unrestricted Subsidiaries, (b) the contribution by such formed or to-be-formed Unrestricted Subsidiaries of the Existing Midstream Assets and such cash to a formed or to-be-formed partnership into which a third party will contribute cash in exchange for an interest in the partnership, (c) the entering into of certain agreements pursuant to which the Borrower will agree to dedicate and to cause its Subsidiaries to dedicate certain of the production arising from or attributable to their working interest shares of natural gas to such Unrestricted Subsidiaries or such partnership and to have certain of its Hydrocarbons production (i) gathered and transported in certain of the Existing Midstream Assets and (ii) processed and treated in future midstream assets of such partnership and (d) the entering into of certain operating agreements and transition services agreements with respect to the operations of such partnership.
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Related to Midstream Joint Venture

  • Company Joint Venture means, with respect to the Company, any corporation or other entity (including partnerships, limited liability companies and other business associations and joint ventures) in which the Company, directly or indirectly, owns an equity interest that does not have voting power under ordinary circumstances to elect a majority of the board of directors or other person performing similar functions but in which the Company has rights with respect to the management of such Person.

  • Joint Venture (JV means an association with or without a legal personality distinct from that of its members, of more than one Consultant where one member has the authority to conduct all business for and on behalf of any and all the members of the JV, and where the members of the JV are jointly and severally liable to the Procuring Entity for the performance of the Contract.

  • Permitted Joint Venture means, with respect to any specified Person, a joint venture in any other Person engaged in a Similar Business in respect of which the Borrower or a Restricted Subsidiary beneficially owns at least 35% of the shares of Equity Interests of such Person.

  • consortium or joint venture means an association of persons for the purpose of combining their expertise, property, capital, efforts, skill and knowledge in an activity for the execution of a contract;

  • Permitted Joint Ventures means one or more joint ventures formed (a) by the contribution of some or all of the assets of the Company’s or a Permitted Affiliate Parent’s business solutions division pursuant to a Business Division Transaction to a joint venture formed by the Company, a Permitted Affiliate Parent or any of the Restricted Subsidiaries with one or more joint venturers and/or (b) for the purposes of network and/or infrastructure sharing with one or more joint venturers.

  • Eligible joint venture means an association of one or more small business enterprises in combination with one or more veteran-owned business enterprises, proposing to perform as a single for-profit business enterprise, in which each joint venture partner contributes property, capital, efforts, skill and knowledge. Joint ventures must have an agreement in writing specifying the terms and conditions of the relationship between the partners and their respective roles in the contract.

  • Joint Venture Entity means any Joint Venture, any Wholly-Owned Subsidiary of a Joint Venture or any JV Subsidiary.

  • Joint Venture means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

  • Joint Venture” - (Project means two or more businesses joining together under a contractual agreement to conduct a specific business enterprise with both parties sharing profit and losses. The venture is for one specific project only, rather than for a continuing business relationship as in a strategic alliance. It is about sharing risk with others and providing one or more missing and needed assets and competencies.

  • Venture means any group of two or more persons associated in fact, whether or not a legal entity.

  • Partnership has the meaning set forth in the preamble of this Agreement.

  • Joint Venture Company means any Subsidiary of the Company or any other Person of which 50% or less than 50% of the outstanding Voting Stock or participation is held by the Company or its Subsidiaries, whose Equity Interest is held directly or indirectly by the Company and one or more third parties that are not Affiliates of the Company for the purpose of directly or indirectly bidding new projects, including such Subsidiaries or Persons of the Company whose activities are governed by a joint venture agreement with one or more third parties that are not Affiliates of the Company.

  • Joint Venture Agreement has the meaning set forth in the Recitals.

  • Joint Ventures means the joint venture or partnership or other similar arrangements (other than between the Company and the Operating Partnership) in which the Company or the Operating Partnership or any of their subsidiaries is a co-venturer, limited liability company member, limited partner or general partner, which are established to acquire or hold Investments.

  • Joint Venture Subsidiary means each of (i) Aluminum Company of Malaysia Berhard and (ii) any other person that is a Subsidiary in which persons other than Holdings or its Affiliates own 10% or more of the Equity Interests of such person, excluding, to the extent they become Restricted Subsidiaries of the Designated Company after the Closing Date, Xxxxx and Norf GmbH.

  • Joint Venture Agreements means the Organization Documents of any Joint Venture existing from time to time.

  • 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.

  • Permitted Joint Venture Investment means, with respect to an Investment by any specified Person, an Investment by such specified Person in any other Person engaged in a Permitted Business (a) over which the specified Person is responsible (either directly or through a services agreement) for day-to-day operations or otherwise has operational and managerial control of such other Person, or veto power over significant management decisions affecting such other Person and (b) of which at least 30% of the outstanding Equity Interests of such other Person is at the time owned directly or indirectly by the specified Person.

  • Joint Venture Interests means assets of the Company and its Subsidiaries constituting an equity investment in real estate assets or other properties, or in an entity holding real estate assets or other properties, jointly owned by the Company and its Subsidiaries, on the one hand, and one or more other Persons not constituting Affiliates of the Company, on the other hand, excluding any entity or properties (i) which is a Subsidiary or are properties if the co-ownership thereof (if in a separate entity) would constitute or would have constituted a Subsidiary, or (ii) to which, at the time of determination, the Company’s manager at such time or an Affiliate of the Company’s manager at such time provides management services. In no event shall Joint Venture Interests include equity securities that are part of a class of equity securities that are traded on a national or regional securities exchange or a recognized over-the-counter market or any investments in debt securities, mortgages or other Debt.

  • JV Agreement each partnership or limited liability company agreement (or similar agreement) between a North American Group Member or one of its Subsidiaries and the relevant JV Partner as the same may be amended, restated, supplemented or otherwise modified from time to time, in accordance with the terms hereof.

  • Joint Venturers means Xxxxxxx Mining Limited a company incorporated in the State of Western Australia and its successors, permitted assigns and appointees;

  • Operating Agreement means this Operating Agreement as originally executed and as amended from time to time.

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

  • JV means Joint Ventures

  • JV Entity means any joint venture of the Borrower or any Restricted Subsidiary that is not a Subsidiary.

  • Company Operating Agreement means that certain Amended and Restated Limited Liability Company Agreement of the Company, effective as of April 18, 2016, as amended or restated as of the date hereof.