Registration Statement has the meaning set forth in
Section 4.10.
Release means any release, spill, emission, leaking, pumping, pouring,
emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Substances into or through the indoor or outdoor environment or into or out of any property, including the movement of Hazardous
Substances through or in the air, soil, surface water, or groundwater.
Representatives has the meaning set forth in
Section 4.18.
Restraints has the meaning set forth in
Section 7.1(b).
Rights means, with respect to any Person, (i) options, warrants,
preemptive rights, subscriptions, calls or other rights, convertible securities, exchangeable securities, agreements or commitments of any character obligating such Person (or the general partner of such Person) to issue, transfer or sell, or to
cause the issuance, transfer or sale of, any partnership or other equity interest in such Person or any of its Subsidiaries or any securities convertible into or exchangeable for such partnership interests or equity interests, or
(ii) contractual obligations of such Person (or the general partner of such Person) to repurchase, redeem or otherwise acquire, or to cause the repurchase, redemption or other acquisition of, any partnership interest or other equity interest in
such Person or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this definition.
Rights-of-Way means easements, licenses, rights-of-way, permits, servitudes, leasehold estates, instruments creating an interest in real property, and other similar real estate interests.
Sarbanes-Oxley Act has the meaning set forth in Section 4.5(a).
SEC means the Securities and Exchange Commission.
Securities Act has the meaning set forth in Section 4.1(c).
Sole Member has the meaning set forth in the Recitals.
Sole Member Consent has the meaning set forth in the Recitals.
Subsidiary when used with respect to any Person, means any Person of which securities or other ownership interests
representing more than 50% of the equity or more than 50% of the ordinary voting power (or in the case of a partnership, more than 50% of the general partner interests, or in the case of a limited liability company, more than 50% of the ownership
interests in the managing member) are, as of such date, owned by such Person or one or more Subsidiaries of such Person; provided, however, that, except where otherwise expressly provided, for the purposes of this Agreement, the Partnership
and its Subsidiaries shall not be considered Subsidiaries of Parent or NBL.
Surviving Entity has the meaning set forth
in Section 2.1.
Takeover Laws has the meaning set forth in
Section 4.3(a).
Tax or Taxes means any and all federal, state, local or
foreign or provincial taxes, charges, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding,
payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and similar charges, including any and all interest, penalties, fines, additions to tax or
additional amounts imposed by any Governmental Authority with respect thereto, whether disputed or not.
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