Code means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.
Condemnation Proceeding has the meaning provided such term in Section 6.5.
Confidentiality Agreement means that certain Confidentiality and Non-Disclosure Agreement, dated February 15, 2017, by and between Azure and Enterprise Products Operating LLC, the sole member of Buyer.
Consent means any consent to assign, approval or similar restriction held by a Governmental Authority or other Person that is applicable to the transactions contemplated hereby (including the transfer of the Assets from Sellers to Buyer).
Contract means any contract, agreement, indenture, note, bond, mortgage or deed of trust, loan, instrument, evidence of Indebtedness, security agreement, lease, easement, right of way agreement, sublease, license, commitment, subcontract, or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.
Contract and Cure Schedule has the meaning provided in Section 2.5(a).
Control means, where used with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise, and the terms Controlling and Controlled have correlative meanings.
Controlled Group Liability means any and all liabilities (a) under Title IV of ERISA, (b) under Section 302 of ERISA, (c) under Sections 412 and 4971 of the Code and (iv) as a result of the failure to comply with the continuation of coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code.
Cure Amounts means all amounts, costs, expenses, liabilities and obligations, including pre-petition monetary liabilities, required to be paid or otherwise satisfied by the Bankruptcy Court to cure all defaults under the Assigned Contracts so that they may be assumed by Sellers and assigned to Buyer under Sections 363 and 365 of the Bankruptcy Code.
Damages means all Proceedings, claims, demands, awards, damages, penalties, fines, costs, liabilities, losses, expenses, and fees (whether criminal, civil, commercial or related to claims for personal injury or death or property damage and whether accrued or unaccrued or liquidated or unliquidated), including court costs and attorneys and experts fees and expenses.
Deposit has the meaning provided such term in Section 3.2.