Cross Receipt means a cross receipt acknowledging the receipt by the Parties of the documents and deliverables required to be delivered pursuant to Section 2.2 of this Agreement.
Effective Date means January 1, 2019.
Execution Date has the meaning set forth in the Recitals of this Agreement.
Financial Advisor has the meaning set forth in the Recitals of this Agreement.
Fundamental Representations has the meaning set forth in Section 6.1.
Governmental Authority means any federal, state, municipal, local or similar governmental authority, regulatory or administrative agency, court or arbitral body.
Law means any applicable law, rule, regulation, ordinance, order, judgment or decree of a Governmental Authority.
Lien means, with respect to any property or asset, any mortgage, pledge, charge, security interest or other encumbrance of any kind in respect of such property or asset.
Loss means any and all judgments, losses, liabilities, amounts paid in settlement, damages, fines, penalties, deficiencies, expenses (including interest, court costs, reasonable fees of attorneys, accountants and other experts or other reasonable expenses of litigation or other Proceedings or of any Claim, default or assessment); provided, however, that any claim for Loss under the indemnities in Article VI (a) shall be reduced by any payment (including payments on account of insurance) actually received from a third party or otherwise actually recovered from third parties and (b) shall be net of any associated net benefits actually realized and arising in connection with such Loss, including any associated net tax benefits described in Section 6.7.
New Interest has the meaning set forth in the Recitals of this Agreement.
OpCo has the meaning set forth in the Preamble above.
OpCo GP has the meaning set forth in the Recitals of this Agreement.
OpCo LPA means the Amended and Restated Agreement of Limited Partnership of OpCo dated as of August 4, 2014, as amended through the date hereof.
OpCo Warranty Breach has the meaning set forth in Section 6.2(a).
Organizational Documents means any charter, certificate of incorporation, certificate of formation, articles of association, bylaws, partnership agreement, operating agreement or similar formation or governing documents and instruments.
Party or Parties has the meaning provided such term in the Preamble above.
Partnership has the meaning provided such term in the Preamble above.
Partnership Warranty Breach has the meaning provided such term in Section 6.3(a).