Examples of Rice Water Entities in a sentence
Neither of the Rice Water Entities is (a) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder or (b) a “holding company,” a “subsidiary company” of a “holding company,” an “affiliate” of a “holding company,” a “public utility” or a “public-utility company,” as each such term is defined in the Public Utility Holding Company Act of 2005.
Should the Partnership or any of its Subsidiaries receive any payments or make any payments related to the Rice Water Entities or the Business arising from, or otherwise attributable to, the period prior to the Effective Date, then the Partnership shall or shall cause its applicable Subsidiary to, within thirty (30) days of receipt or disbursement of such payments, forward such payments to, or seek reimbursement of such payments from, Rice, or otherwise keep Rice whole with respect to the same.
Neither of the Rice Water Entities has utilized its facilities to provide service as a common carrier subject to the jurisdiction of FERC under the Interstate Commerce Act as such statute is implemented by FERC pursuant to the Department of Energy Organization Act of 1977.
The Parties further agree that the Partnership and its partners shall bear the liability for any Taxes imposed on or incurred by or with respect to the Rice Water Entities, the Business or the Water Assets for any taxable period beginning after the Effective Date and the portion of any Straddle Period beginning after the Effective Date.
Each of the Rice Water Entities holds or has a valid right to use, all Permits (other than environmental Permits, which are the subject of Section 3.6) that are necessary for the conduct of the Business and the ownership and operation of the Water Assets, each in compliance with applicable Laws, except for those Permits the failure of which to have would not have a Rice Material Adverse Effect.
The books and records of each of the Rice Water Entities and the Business that are necessary for the ownership and operation of the Water Assets have been maintained in accordance with prudent industry practice and such books and records have been made available to the Partnership.
Neither of the Rice Water Entities has been operated or provided services as a “natural gas company” subject to the jurisdiction of the Federal Energy Regulatory Commission (“FERC”) under the Natural Gas Act of 1938, as amended.
Each of the Rice Water Entities has complied in all material respects with all terms and conditions of such Permits.
There are no bankruptcy, reorganization or arrangement proceedings pending against, being contemplated by, or to the knowledge of Rice or the Rice Water Entities, threatened against Rice or any of its Subsidiaries.
At the Closing, on the terms and subject to the conditions of this Agreement, Rice shall sell, assign, transfer and convey to the Partnership the Conveyed Interests free and clear of all Liens other than Liens under the Organizational Documents of the Rice Water Entities and restrictions on transfer under applicable securities Laws, in exchange for the Consideration, and the Partnership shall accept the sale, assignment, transfer and conveyance of the Conveyed Interests.