Midstream Group Entities definition

Midstream Group Entities means each of the Target Entities and their respective Subsidiaries, collectively, after giving effect to the Devon Reorganization Transactions, with each such entity a “Midstream Group Entity.”
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Examples of Midstream Group Entities in a sentence

  • None of the Midstream Group Entities is a “natural gas company” under the Natural Gas Act of 1938, as amended.

  • Moreover, the Contributor Parties shall provide, at the sole cost and expense of the Acquirer Parties, such assistance as the Acquirer Parties may reasonably request between the Execution Date and the Contribution Closing to assist the Midstream Group Entities in obtaining insurance policies and programs with respect to the Midstream Business at the Contribution Closing.

  • For the avoidance of doubt, Devon shall retain all rights to control its insurance policies and programs, including the right to exhaust, settle, release, commute, buy back or otherwise resolve disputes with respect to any of its insurance policies and programs, notwithstanding whether any such policies or programs apply to any liabilities of the Acquirer Parties or the Midstream Group Entities.

  • Prior to the destruction or discarding of any books and records with respect to Tax matters pertinent to the Midstream Group Entities relating to any taxable period beginning on or before the Contribution Closing Date, each Party shall give the other Party reasonable written notice and, if the other Party so requests, shall itself allow, or cause the Midstream Group Entities to allow the other Party to take, possession of such books and records.

  • In addition to any and all other available remedies, the Acquirer Parties shall indemnify and hold harmless the Contributor Parties and their respective officers, directors, employees, agents, successors and assigns, from and against any and all such claims that may arise out of the use, following the Contribution Closing, of the Retained Names and Marks by Crosstex MLP, the Midstream Group Entities or any of their respective Affiliates in violation of or outside the scope permitted by this Section 5.12.

  • The Acquirer Parties shall, or shall cause their Affiliates to, provide each Transferring Employee whose employment is terminated within twelve (12) months following the Contribution Closing Date with severance and other separation benefits substantially the same as the severance and other separation benefits, if any, available to such Transferring Employee by the Midstream Group Entities as in effect prior to the Contribution Closing Date.

  • At or prior to the Contribution Closing, the Contributor Parties, to the extent mutually agreed by the Parties, will cause the officers and directors of the Midstream Group Entities to resign or be removed from such positions.

  • Except with respect to Proceedings arising under Environmental Laws which are the subject of Section 3.13, there are no Proceedings pending or, to the Knowledge of the Contributor Parties, threatened against the Midstream Group Entities, except such Proceedings as would not reasonably be expected to have a Midstream ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Adverse Effect.

  • Crosstex MLP shall cause the Midstream Group Entities to prepare all Tax Returns relating to the Midstream Group Entities for periods beginning on or before the Contribution Closing Date and ending after the Contribution Closing Date.

  • Notwithstanding the foregoing, Devon and Crosstex MLP shall cooperate in good faith to transfer to the Midstream Group Entities any rights to coverage for losses or liabilities incurred by the Midstream Group Entities after the Contribution Closing Date arising out of occurrences occurring prior to the Contribution Closing Date under all “occurrence” based insurance policies of Devon or its Affiliates.

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