OpCo Agreement definition

OpCo Agreement means the Second Amended and Restated Limited Liability Company Agreement of OpCo, dated on or about the date hereof, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time.

OpCo Agreement means, with respect to OpCo, the Second Amended and Restated Limited Partnership Agreement of OpCo, dated on or about the date hereof, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time.

OpCo Agreement has the meaning set forth in the Recitals.

Examples of OpCo Agreement in a sentence

• The execution and delivery of an Agreement Addendum shall create a binding agreement between the Parties signatory thereto or, in the case of the OpCo Agreement Addendum, the Producer signatory thereto and OpCo, consisting of the terms set forth in such Agreement Addendum together with the terms set forth in these Agreement Terms and Conditions.

• Notwithstanding the foregoing, with respect to the OpCo Agreement Addendum only, this Agreement shall continue for so long as any Original Midstream Co remains a Party under any Midstream Agreement Addendum then in effect and shall automatically terminate at such time as no Original Midstream Co remains a Party to any Midstream Agreement Addendum.

• Except as otherwise provided herein, and except as provided in the OpCo Agreement, the Corporate Taxpayer shall have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and OpCo, including without limitation the preparation, filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes.

• Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, when the Shares are issued upon the exchange of OpCo Units in accordance with the OpCo Agreement, upon the exchange of HoldCo Units in accordance with the HoldCo Agreement, or upon the conversion of shares of Class C Common Stock in accordance with the Certificate, as applicable, the Shares will be validly issued, fully paid and nonassessable.

• For the avoidance of doubt, this Section 6.4 shall not in any way limit or otherwise modify any applicable restrictions on transfer set forth in the A&R OpCo Agreement.

• Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that, when the Shares are issued upon the exchange of Class P Units in accordance with the OpCo Agreement or upon the settlement of Phantom Units in accordance with the Phantom Unit Plan, as applicable, the Shares will be validly issued, fully paid and nonassessable.

• The Company shall issue to PubCo a number of Class A Common Units equal to the number of Class A Common Units of ZoomInfo OpCo contributed to the Company by PubCo from time to time pursuant to Section 12.1(c) or 12.2(b) of the ZoomInfo OpCo Agreement, as applicable.

• Seller shall have performed, in all material respects, all of its covenants, agreements and obligations required by this Agreement and those required by the OpCo Agreement to be performed or complied with by it prior to or at the PropCo Closing.

• Except as expressly modified and amended herein, all of the terms and conditions of the OpCo Agreement shall remain in full force and effect.

• Notwithstanding the foregoing, with respect to the OpCo Agreement Addendum only, this Agreement shall continue for so long as any Original Midstream Co remains a Party under any Agreement Addendum then in effect and shall automatically terminate at such time as no Original Midstream Co remains a Party to any Agreement Addendum.

More Definitions of OpCo Agreement

OpCo Agreement has the meaning assigned to such term in Section 2.4.

OpCo Agreement means the limited partnership or other governing document of an OpCo, as it may be amended or modified from time to time.

OpCo Agreement means, with respect to OpCo, the Fourth Amended and Restated Limited Liability Company Agreement of OpCo, dated on or about the date hereof, as such agreement may be further amended, restated, supplemented and/or otherwise modified from time to time.

OpCo Agreement means the First Amended and Restated Limited Liability Company Agreement of Opco, dated as of September 23, 2018.

OpCo Agreement has the meaning assigned to such term in Section 2.4. “Opco GP” has the meaning assigned to such term in the recitals.

OpCo Agreement shall have the meaning assigned to such term in SECTION 7.7(b).