Omnibus Agreement
Category: 270 Legal Recent Posts, Omnibus
OMNIBUS AGREEMENT
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Williams Gas Pipeline Company, LLC, a Delaware limited liability company (“WGPC” or the “Williams Indemnitor”), Williams Pipeline GP LLC, a Delaware limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein), the “General Partner”), for itself and on behalf of the MLP in its capacity as general partner, Williams Pipeline Partners L.P., a Delaware limited partnership (the “MLP”), Williams Pipeline Partners Operating LLC, a Delaware limited liability company (the “OLLC”), Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (“MLP Holdings”), and, for purposes of Articles IV and V hereof only, The Williams Companies, Inc., a Delaware corporation (“Williams”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
R E C I T A L S:
The Parties desire by their execution of this Agreement to evidence their understanding, (i) as more fully set forth in Article II of this Agreement, with respect to certain indemnification and reimbursement obligations of the Parties, (ii) as more fully set forth in Article III of this Agreement, with respect to the partial credit to be provided to the MLP with respect to general and administrative services provided by the Williams Entities (as defined herein) for and on behalf of the Partnership Group (as defined herein), and (iii) as more fully set forth in Article IV of this Agreement, with respect to grants of intellectual property from Williams to the Licensees (as defined herein).
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ARTICLE II
Indemnification
2.1 Environmental Indemnification.
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ARTICLE III
Partial Credit for General and Administrative Expenses
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ARTICLE IV
License Agreement
4.1 Grant of License. Subject to the terms and conditions herein, Licensor hereby grants to Licensees a limited, non-exclusive, non-transferable, revocable, royalty-free right and license, with no right to sublicense, to use the Marks solely in connection with the Licensees’ businesses and the services performed therewith within the United States during the term of this Agreement.
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