||a Restricted Payment that does not violate the covenant described above under the caption Certain CovenantsRestricted Payments or a Permitted Investment; |
||any trade or exchange by Sunoco LP or any Restricted Subsidiary of Sunoco LP of properties or assets of any type for properties or assets of any type owned or held by another Person, including any disposition
of some but not all of the Equity Interests of a Restricted Subsidiary of Sunoco LP in exchange for assets or properties and after which the Person whose Equity Interests have been so disposed of continues to be a Restricted Subsidiary,
provided that the Fair Market Value of the properties or assets traded or exchanged by Sunoco LP or such Restricted Subsidiary (together with any cash or Cash Equivalents and liabilities assumed) is reasonably equivalent to the Fair
Market Value of the properties or assets (together with any cash or Cash Equivalents and liabilities assumed) to be received by Sunoco LP or such Restricted Subsidiary; and provided further that any cash received must be applied in
accordance with the provisions described above under the caption Repurchase at the Option of HoldersAsset Sales; and |
||the creation or perfection of a Lien that is not prohibited by the covenant described above under the caption Certain CovenantsLiens, and any disposition in connection with a Permitted Lien.
Asset Sale Offer has the meaning assigned to that term under Repurchase at the Option of
Attributable Debt in respect of a sale and leaseback transaction means, at the time of
determination, the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction including any period for which such lease has been extended or may, at
the option of the lessor, be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction, determined in accordance with GAAP; provided, however, that, if such sale
and leaseback transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of Capital Lease Obligation.
Available Cash has the meaning assigned to such term in the Partnership Agreement, as in effect on the date of the
Beneficial Owner has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, except that, in calculating the beneficial ownership of any particular person (as that term is used in Section 13(d)(3) of the Exchange Act), such person will be deemed to have beneficial ownership of all
securities that such person has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the passage of time. The terms Beneficially Owns and
Beneficially Owned have a corresponding meaning.
Board of Directors means:
||with respect to a corporation, the board of directors of the corporation or any committee thereof duly authorized to act on behalf of such board; |
||with respect to a partnership, the board of directors or board of managers of the general partner of the partnership or, if such general partner is itself a limited partnership, then the board of directors or board of
managers of its general partner; |
||with respect to a limited liability company, the managing member or members or any controlling committee of managing members thereof; and |
||with respect to any other Person, the board or committee of such Person serving a similar function. |
Capital Lease Obligation means, at the time any determination is to be made, the amount of the liability in respect of a
capital lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP.