Page 12 - Gross Liability Value
SPECTRA ENERGY PARTNERS, LP filed this Form 8-K on 1/22/2018
Value” means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i),
the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.
means a Person that with or through any of its Affiliates or Associates has any contract, arrangement, understanding or relationship
for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response
to a proxy or consent solicitation made to 10 or more Persons), exercising investment power or disposing of any Partnership Interests
with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, Partnership
means a member of the Partnership Group.
Agreement” means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general
partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of
incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement
or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents
of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation
or joint venture, as such may be amended, supplemented or restated from time to time.
as used in Section 7.12, has the meaning assigned to such term in Section 7.12(a).
Distribution Right” means the non-voting Limited Partner Interest that, prior to the execution and effectiveness of the
Equity Restructuring Agreement and this Agreement, was held by the General Partner and pursuant to which the General Partner was
entitled to certain incentive distributions under the Second Amended and Restated Agreement of Limited Partnership of the Partnership,
dated as of November 1, 2013, as amended.
Persons” has the meaning assigned to such term in Section 7.12(d).
means (a) the General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner
or any Departing General Partner, (d) any Person who is or was a member, partner, director, officer, fiduciary or trustee of any
Group Member (other than any Person who is or was a Limited Partner of the Partnership in such Person’s capacity as such),
the General Partner or any Departing General Partner or any Affiliate of any Group Member, the General Partner or any Departing
General Partner, (e) any Person who is or was serving at the request of the General Partner or any Departing General Partner or
any Affiliate of the General Partner or any Departing General Partner as an officer, director, member, partner, fiduciary or trustee
of another Person; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee,
fiduciary or custodial services, and (f) any Person the General Partner designates as an “Indemnitee” for purposes
of this Agreement.