Access Party or Access Parties has the meaning provided such terms in Section 6.2(b).
Accounting Referee means a neutral nationally recognized United States accounting firm as is mutually agreed upon by the Parties, together with any experts such firm may require in order to settle a particular dispute.
Adjusted Purchase Price has the meaning provided such term in Section 3.1.
Affiliate means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with, such specified Person through one or more intermediaries or otherwise.
Affiliate Designee means, with respect to Buyer, one or more Affiliates designated by Buyer in writing to Seller prior to Closing; provided that such Affiliate shall be a direct or indirect wholly owned subsidiary of Guarantor and Guarantors obligations hereunder shall be applicable to such Affiliate.
Agreement has the meaning provided such term in the preamble.
Allocation has the meaning provided such term in Section 3.6.
Alternative Transaction has the meaning provided such term in Section 6.12.
Applicable Contracts means all Contracts to which any Seller is a party and by which the Assets are subject or bound, including all gathering, transportation and marketing agreements; storage agreements; operating agreements; balancing agreements; facilities or equipment leases; interconnection agreements; service and parts agreements; and other similar Contracts to which any Seller is a party and that primarily relate to any Asset.
Assets has the meaning provided such term in Section 2.1.
Assignment means that certain assignment and bill of sale effecting the assignment of the Assets to and assumption of the Assumed Liabilities by Buyer, to be entered into at Closing by Sellers and Buyer, substantially in the form of Exhibit C.
Assigned Contract has the meaning provided in Section 2.5(a).