||any obligation arising from any agreement providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment obligations based on the performance of the acquired or disposed assets or
similar obligations (other than guarantees of Indebtedness) incurred by any Person in connection with the acquisition or disposition of assets. |
Investment Grade Rating means a rating equal to or higher than Baa3 by Moodys or BBB- by S&P (or, if either such
entity ceases to rate the notes for reasons outside of the control of Sunoco LP, the equivalent investment grade credit rating from any other nationally recognized statistical rating organization registered under Section 15E of
the Exchange Act selected by Sunoco LP as a replacement agency).
Investments means, with respect to any Person, all
direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including guarantees or other obligations), advances or capital contributions (excluding (1) commission, travel and similar advances to
officers and employees made in the ordinary course of business and (2) advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of the lender), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Sunoco LP or any Restricted Subsidiary of
Sunoco LP sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Sunoco LP such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of
Sunoco LP, Sunoco LP will be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of Sunoco LPs Investments in such Restricted Subsidiary that were not sold or disposed of
in an amount determined as provided in the final paragraph of the covenant described above under the caption Certain CovenantsRestricted Payments.
Joint Venture means any Person that is not a direct or indirect Subsidiary of Sunoco LP in which Sunoco LP or any
of its Restricted Subsidiaries makes any Investment.
Lien means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the
nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction other than a
precautionary financing statement respecting a lease not intended as a security agreement. In no event shall a right of first refusal be deemed to constitute a Lien.
Moodys means Moodys Investors Service, Inc., or any successor to the rating agency business thereof.
Net Income means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with
GAAP and before any reduction in respect of preferred stock dividends, excluding, however:
||any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or
the extinguishment of any Indebtedness of such Person; and |
||any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss). |
Net Proceeds means the aggregate cash proceeds received by Sunoco LP or any of its Restricted Subsidiaries in respect
of any Asset Sale (including any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of:
||the direct costs relating to such Asset Sale, including legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, |