Representatives means, as to any Person, its officers, directors,
stockholders, members, partners, owners, managers, employees, counsel, accountants, financial advisors, Financing Sources, consultants, agents and other representatives of such Person and such Persons Affiliates. For the avoidance of doubt,
Kinder Morgan, Inc., in its role as operator performing services pursuant to the Operations and Reimbursement Agreement, shall not be considered a Representative of Seller, Buyer or their respective Affiliates.
Securities Act means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Seller has the meaning provided such term in the preamble to this Agreement.
Seller Confidential Information has the meaning provided such term in
Section 6.1(c).
Seller Distribution Amount means the aggregate distributions made by
the Company with respect to the Acquired Interests during the period commencing on January 1, 2024 and ending at the Closing. A schedule of such distributions as of the Execution Date is set forth on Schedule 1.1(b).
Seller Fundamental Representations means the representations and warranties of Seller contained in
Section 4.1 (Organization), Section 4.2 (Authorization; Enforceability), Section 4.3(a) (No Conflict or Consents),
Section 4.5 (Brokers Fees), Section 4.6 (Ownership of Acquired Interests).
Seller Obligations has the meaning provided such term in Section 6.8(a).
Seller Parent has the meaning provided such term in the preamble to this Agreement.
Seller Related Party means the Seller and its Affiliates and their and their respective Affiliates
stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives.
Tax or Taxes means any taxes, assessments, fees and other governmental charges in the
nature of a tax imposed by any Governmental Authority, including income, profits, gross receipts, net proceeds, alternative or add on minimum, ad valorem, value added, turnover, sales, use, property, personal property (tangible and intangible),
environmental, stamp, leasing, lease, user, excise, duty, franchise, capital stock, transfer, registration, license, withholding, social security (or similar), unemployment, disability, payroll, employment, social contributions, fuel, excess
profits, occupational, premium, windfall profit, severance and estimated taxes, including any interest, penalty, or addition thereto.
Tax Returns means any report, return, declaration or information return or statement relating to Taxes, including
any schedule or attachment thereto and any amendment thereof.
Termination Fee has the meaning provided such
term in Section 8.2(b).
Transaction Documents means this Agreement, that certain
letter agreement by and between Buyer and Seller, dated as of the date hereof, the Commitment Letters, the Acquired Interests Assignment Agreement and any other document required to be delivered at the Closing pursuant to the terms of this
Agreement.
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