Restated Omnibus Agreement definition

Restated Omnibus Agreement has the meaning set forth in Section 3.2(d).
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Restated Omnibus Agreement has the meaning set forth in Section 3.2(d). “Right of Way Agreement” has the meaning set forth in Section 3.2(f). “Seller” has the meaning set forth in the preamble.
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Restated Omnibus Agreement has the meaning set forth in Section 3.2(d). 5 “Right of Way Agreement” has the meaning set forth in Section 3.2(f). “Seller” has the meaning set forth in the preamble. “Seller Ancillary Documents” means each agreement, document, instrument or certificate to be delivered by the Seller, or its Affiliates, at the Closing pursuant to Section 3.2 hereof and each other document or Contract entered into by the Seller, or its Affiliates, in connection with this Agreement or the Closing. “Seller Indemnified Costs” means (a) any and all damages, losses, Claims, liabilities, demands, charges, suits, penalties, costs, and expenses (including court costs and reasonable attorneys’ fees and expenses incurred in investigating and preparing for any litigation or proceeding) that any of the Seller Indemnified Parties incurs and that arise out of or relate to any breach of a representation, warranty or covenant of Buyer under this Agreement, and (b) any and all Actions, Claims, assessments, judgments, costs, and expenses, including reasonable legal fees and expenses, incident to any of the foregoing. Notwithstanding anything in the foregoing to the contrary, Seller Indemnified Costs shall exclude any and all Special Damages (other than those that are a result of (x) a third-party claim for Special Damages or (y) the gross negligence or willful misconduct of Buyer). “Seller Indemnified Parties” means the Seller and its Affiliates, including Delek US, and their respective officers, directors, partners, managers, employees, consultants and equity holders. “Site Services Agreement” has the meaning set forth in Section 3.2(e). “Special Damages” means any consequential, punitive, special, incidental or exemplary damages, or for loss of profits or revenues. “Tankage” has the meaning set forth in Section 2.2(b). “Terminal” has the meaning set forth in Section 2.2(a). “third-party action” has the meaning set forth in Section 7.2. “Transferred Assets” has the meaning set forth in Section 2.2. “Throughput and Tankage Agreement” has the meaning set forth in Section 3.2(c). “Under Construction Tank” has the meaning set forth in Section 6.6. ARTICLE II
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Examples of Restated Omnibus Agreement in a sentence

  • For avoidance of doubt the Eleventh Amended and Restated Omnibus Agreement, effective as of January 1, 2015, shall remain in full force and effect with respect to any event, act or omission occurring before January 1, 2015.

  • The environmental indemnification provisions of the Xxxxxx Assets Indemnity Agreement supersede in their entirety the environmental indemnification provisions of Article III of the Third Amended and Restated Omnibus Agreement, except as otherwise expressly provided in the Xxxxxx Assets Indemnity Agreement.

  • The Parties ratify and confirm that except as otherwise expressly provided herein, in the event this Agreement conflicts in any way with the Amended and Restated Omnibus Agreement, the terms and provisions of the Amended and Restated Omnibus Agreement shall control.

  • In the event of a conflict of provisions of any of the above-referenced agreements and the Third Amended and Restated Omnibus Agreement, the provisions of the Third Amended and Restated Omnibus Agreement shall prevail with respect to issues related to the contribution of the assets described therein, but not with respect to the ordinary operations of such assets as set forth in the above-referenced agreements.

  • No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or form part of this Agreement, the Ancillary Documents or the Amended and Restated Omnibus Agreement unless it is contained in a written amendment hereto or thereto and executed by the Parties hereto or thereto after the date of this Agreement, the Ancillary Documents or the Amended and Restated Omnibus Agreement.

  • There is no difficulty in choosing the cut-off rate, since coefficients of variation obtained are clear cut above or below 1.

  • This Agreement, the Ancillary Documents and the Amended and Restated Omnibus Agreement contain the entire understanding of the Parties with respect to the subject matter hereof and thereof.

  • The Non-Compete Agreement became effective on December 22, 2006 when NuStar GP Holdings ceased to be subject to the Amended and Restated Omnibus Agreement, dated March 31, 2006.

  • Except as provided in Section 3.4 of this Agreement, or as provided in the Ancillary Documents or the Amended and Restated Omnibus Agreement, all costs and expenses incurred by the Parties in connection with the consummation of the transactions contemplated hereby shall be borne solely and entirely by the Party which has incurred such expense.

  • In the event of a conflict of provisions of this Agreement and the Third Amended and Restated Omnibus Agreement, the provisions of the Third Amended and Restated Omnibus Agreement shall prevail with respect to issues related to the contribution of the assets described therein, but not with respect to the ordinary operations of such assets as set forth in this Agreement.


More Definitions of Restated Omnibus Agreement

Restated Omnibus Agreement is defined in the recitals to this Agreement.
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Restated Omnibus Agreement means the Omnibus Agreement, as amended by the Restated Omnibus Agreement Schedules, as further amended, supplemented or restated from time to time.
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Related to Restated Omnibus Agreement

  • Omnibus Agreement means that certain Omnibus Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Company and certain other parties thereto, as such may be amended, supplemented or restated from time to time.

  • Restated Agreement means the Original Facility Agreement, as amended by this Agreement, the terms of which are set out in Schedule 2 (Restated Agreement).

  • Existing Agreement has the meaning set forth in the recitals hereto.

  • Original LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Initial LLC Agreement has the meaning set forth in the recitals to this Agreement.

  • Existing LLC Agreement is defined in the recitals to this Agreement.

  • Previous Agreement has the meaning assigned to such term in the Recitals.

  • Second Amended and Restated Credit Agreement shall have the meaning assigned to such term in the recitals of this Agreement.

  • Combination Agreement shall have the meaning given in the Recitals hereto.

  • Voting Agreement has the meaning set forth in the Recitals.

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Amendment Agreement shall have the meaning assigned to such term in the recitals hereto.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • Exchange Agreement has the meaning set forth in the Recitals.

  • LLC Agreement means the Limited Liability Company Agreement of the Company, as amended from time to time pursuant to its terms.

  • Initial Agreement has the meaning set forth in the recitals to this Agreement.

  • Amended and Restated Credit Agreement has the meaning specified in the recitals to this Agreement.

  • Operating Agreement means the agreement, whether or not referred to as an operating agreement and whether oral, in a record, implied, or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning the matters described in section 489.110, subsection 1. The term includes the agreement as amended or restated.

  • Amending Agreement means the Agreement of which a copy is set out in the Third Schedule to the Iron Ore (Hamersley Range) Agreement Xxx 0000 (which Agreement was approved by the Iron Ore (Hamersley Range) Agreement Act Amendment Act 1968);

  • Third Amendment Date means June 23, 2020.

  • Second Amendment Date means the date of the Second Amendment.

  • Amendment and Restatement Agreement means the Amendment and Restatement Agreement, dated as of January 29, 2016, among the Borrowers, the Lenders party thereto and the Administrative Agent.

  • Original Agreement has the meaning set forth in the recitals.

  • Formation Agreement has the meaning attributed to it in Recital A;