sales, purchase, transportation, gathering, balancing, exchange and processing contracts, casinghead gas contracts, operating agreements, farm-out agreements, farm-in agreements, saltwater disposal agreements, water injection agreements, line well injection agreements, road use agreements, surface use agreements, rights of way, easements, licenses, permits, surface leases and other related agreements and instruments, (e) personal property, improvements, lease and well equipment, pipelines, pumps, sulfur recovery facilities, dehydration facilities, treating facilities, values, meters, separators, tanks, tank batteries and other fixtures located on, attributable to or used in connection with any other Oil and Gas Interest, and (f) lands and lease files, abstracts and title opinions, production records, well files, accounting records, Tax records related to production Taxes, ad valorem Taxes and property Taxes, seismic records and surveys, gravity maps, electric logs, engineering, geological or geophysical maps, data and records, and other files, documents and records related to any other Oil and Gas Interest.
Other Business is defined in Section 8.6(a).
Partnership Tax Audit Rules means Sections 6221 through 6241 of the Code, as amended, together with any final or temporary Treasury Regulations, Revenue Rulings, and case law interpreting Sections 6221 through 6241 of the Code, as amended (and any analogous provision of state or local Tax Law).
Permitted Transferee means, with respect EnCap, any Affiliate of EnCap and any private equity fund or investment fund managed or advised by EnCap Investments, L.P., other than a portfolio company managed by EnCap or an Affiliate of EnCap.
Person means any natural person, corporation, limited partnership, general partnership, limited liability company, joint stock company, joint venture, association, company, estate, trust, bank trust company, land trust, business trust, or other organization, whether or not a legal entity, custodian, trustee-executor, administrator, nominee or entity in a representative capacity and any government or agency or political subdivision thereof.
Profits or Losses means, for each Allocation Period, an amount equal to the Companys Taxable income or loss for such period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in Taxable income or loss), with the following adjustments (without duplication):
(a) Any income of the Company that is exempt from U.S. federal income Tax and not otherwise taken into account in computing Profits and Losses pursuant to this definition of Profits and Losses shall be added to such Taxable income or loss;
(b) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into account in computing Profits or Losses pursuant to this definition of Profits and Losses shall be subtracted from such Taxable income or loss;
FORTIS ACQUISITION JV, LLC
LIMITED LIABILITY COMPANY AGREEMENT
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