Other General Partner Obligations. (a) The General Partner shall cause Lessee to pay and perform each of its Obligations when due. The General Partner acknowledges and agrees that it is executing this Agreement as a principal as well as the general partner on behalf of Lessee, and that its obligations hereunder as general partner are full recourse obligations to the same extent as those of Lessee. (b) The General Partner represents, warrants and covenants that it is Solvent, both before and after giving effect to the consummation of the transactions contemplated by the Operative Documents, and that it will remain Solvent until all Obligations hereunder and under the other Operative Documents shall have been repaid in full. (c) The General Partner, for so long as it is the general partner of Lessee, (i) agrees that its sole business will be to act as the general partner of Lessee, the MLP and any further limited partnership of which Lessee or the MLP is, directly or indirectly, a limited partner and to undertake activities that are ancillary or related thereto (including being a limited partner in Lessee), (ii) shall not enter into or conduct any business or incur any debts or liabilities except in connection with or incidental to (A) its performance of the activities required or authorized by the partnership agreement of the MLP or the Partnership Agreement or described in or contemplated by the MLP Registration Statement, and (B) the acquisition, ownership or disposition of partnership interests in Lessee or partnership interests in the MLP or any further limited partnership of which Lessee or the MLP is, directly or indirectly, a limited partner, except that, notwithstanding the foregoing, employees of the General Partner may perform services for Xxxxxxx Companies, Inc. and its Affiliates. (d) The General Partner agrees that, until all Obligations hereunder and under the other Operative Documents shall have been repaid in full and all commitments shall have terminated, it will not exercise any rights it may have (at law, in equity, by contract or otherwise) to terminate, limit or otherwise restrict (whether through repurchase or otherwise and whether or not the General Partner shall remain a general partner in Lessee) the ability of Lessee to use the name "Ferrellgas". (e) The General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause Lessee to be treated as an association taxable as a corporation or otherwise to be taxed as an entity other than a partnership for federal income tax purposes.
Appears in 3 contracts
Samples: Omnibus Amendment Agreement (Ferrellgas Partners Finance Corp), Participation Agreement, Lease Intended as Security, Loan Agreement (Ferrellgas Partners Finance Corp), Participation Agreement (Ferrellgas Partners Finance Corp)
Other General Partner Obligations. (a) The General Partner shall cause Lessee to pay and perform each of its Obligations when due. The General Partner acknowledges and agrees that it is executing this Agreement as a principal as well as the general partner on behalf of Lessee, and that its obligations hereunder as general partner are full recourse obligations to the same extent as those of Lessee.
(b) The General Partner represents, warrants and covenants that it is Solvent, both before and after giving effect to the consummation of the transactions contemplated by the Operative Documents, and that it will remain Solvent until all Obligations hereunder and under the other Operative Documents shall have been repaid in full.
(c) The General Partner, for so long as it is the general partner of Lessee, (i) agrees that its sole business will be to act as the general partner of Lessee, the MLP and any further limited partnership of which Lessee or the MLP is, directly or indirectly, a limited partner and to undertake activities that are ancillary or related thereto (including being a limited partner in Lessee), (ii) shall not enter into or conduct any business or incur any debts or liabilities except in connection with or incidental to (A) its performance of the activities required or authorized by the partnership agreement of the MLP or the Partnership Agreement or described in or contemplated by the MLP Registration Statement, and (B) the acquisition, ownership or disposition of partnership interests in Lessee or partnership interests in the MLP or any further limited partnership of which Lessee or the MLP is, directly or indirectly, a limited partner, except that, notwithstanding the foregoing, employees of the General Partner may perform services for Xxxxxxx Ferrell Companies, Inc. and its Affiliatesixx Xxxxliates.
(d) The General Partner agrees that, until all Obligations hereunder and under the other Operative Documents shall have been repaid in full and all commitments shall have terminated, it will not exercise any rights it may have (at law, in equity, by contract or otherwise) to terminate, limit or otherwise restrict (whether through repurchase or otherwise and whether or not the General Partner shall remain a general partner in Lessee) the ability of Lessee to use the name "Ferrellgas".
(e) The General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause Lessee to be treated as an association taxable as a corporation or otherwise to be taxed as an entity other than a partnership for federal income tax purposes.
Appears in 1 contract
Samples: Participation Agreement (Ferrellgas Partners Finance Corp)
Other General Partner Obligations. (a) The General Partner shall cause Lessee the Borrower to pay and perform each of its Obligations when due. The General Partner acknowledges and agrees that it is executing this Agreement as a principal as well as the general partner on behalf of Lesseethe Borrower, and that its obligations hereunder as general partner are full recourse obligations to the same extent as those of Lesseethe Borrower.
(b) The General Partner represents, warrants and covenants that it is Solvent, both before and after giving effect to the consummation of the transactions contemplated by the Operative Loan Documents, and that it will remain Solvent until all Obligations hereunder and under the other Operative Documents shall have been repaid in fullfull and all commitments shall have terminated.
(c) The General Partner, for so long as it is the general partner of Lesseethe Borrower, (i) agrees that its sole business will be to act as the general partner of Lesseethe Borrower, the MLP and any further limited partnership of which Lessee the Borrower or the MLP is, directly or indirectly, a limited partner and to undertake activities that are ancillary or related thereto (including being a limited partner in Lesseethe Borrower), (ii) shall not enter into or conduct any business or incur any debts or liabilities except in connection with or incidental to (A) its performance of the activities required or authorized by the partnership agreement of the MLP or the Partnership Agreement or described in or contemplated by the MLP Registration Statement, and (B) the acquisition, ownership or disposition of partnership interests Partnership Interests in Lessee the Borrower or partnership interests in the MLP or any further limited partnership of which Lessee the Borrower or the MLP is, directly or indirectly, a limited partner, except that, notwithstanding the foregoing, employees of the General Partner may perform services for Xxxxxxx Ferrell Companies, Inc. and its Affiliates.
(d) The General Partner agrees thatagrexx xxxx, until all Obligations hereunder and under the other Operative Documents shall have been repaid in full and all commitments shall have terminated, it will not exercise any rights it may have (at law, in equity, by contract or otherwise) to terminate, limit or otherwise restrict (whether through repurchase or otherwise and whether or not the General Partner shall remain a general partner in Lesseethe Borrower) the ability of Lessee the Borrower to use the name "Ferrellgas".
(e) The General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause Lessee the Borrower to be treated as an association taxable as a corporation or otherwise to be taxed as an entity other than a partnership for federal income tax purposes. . If one or more judgments, orders, decrees or arbitration awards is entered against the Borrower or any Subsidiary involving in the aggregate a liability (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage other than through a standard reservation of rights letter) as to any single or related series of transactions, incidents or conditions, of more than $10 million, then the Borrower shall reserve for such amount in excess of $10 million, on a quarterly basis, with each quarterly reserve being at least equal to one-twelfth of such amount in excess of $10 million. Such amount so reserved shall be treated as establishment of a reserve for purposes of calculating Available Cash hereunder. . The Borrower shall ensure that all of the computer software, computer firmware, computer hardware (whether general or special purpose), and other similar or related items of automated, computerized, and/or software system(s) that are used or relied on by the Borrower or any Subsidiary in the conduct of its business will not malfunction, will not cease to function, will not generate incorrect data, and will not produce material incorrect results when processing, providing and/or receiving date-related data in connection with any valid date in the twentieth and twenty-first centuries. From time to time, at the request of any Bank, the Borrower and its Subsidiaries shall provide to such Bank such updated information or documentation as is requested regarding the status of their efforts to address the Year 2000 Problem (as defined in Section 6.23).
Appears in 1 contract
Samples: Credit Agreement (Ferrellgas Partners Finance Corp)
Other General Partner Obligations. (a) The General Partner shall cause Lessee the Borrower to pay and perform each of its Obligations when due. The General Partner acknowledges and agrees that it is executing this Agreement as a principal as well as the general partner on behalf of Lesseethe Borrower, and that its obligations hereunder as general partner are full recourse obligations to the same extent as those of Lesseethe Borrower.
(b) The General Partner represents, warrants and covenants that it is Solvent, both before and after giving effect to the consummation of the transactions contemplated by the Operative Loan Documents, and that it will remain Solvent until all Obligations hereunder and under the other Operative Documents shall have been repaid in fullfull and all commitments shall have terminated.
(c) The General Partner, for so long as it is the general partner of Lesseethe Borrower, (i) agrees that its sole business will be to act as the general partner of Lesseethe Borrower, the MLP and any further limited partnership of which Lessee the Borrower or the MLP is, directly or indirectly, a limited partner and to undertake activities that are ancillary or related thereto (including being a limited partner in Lesseethe Borrower), (ii) shall not enter into or conduct any business or incur any debts or liabilities except in connection with or incidental to (A) its performance of the activities required or authorized by the partnership agreement of the MLP or the Partnership Agreement or described in or contemplated by the MLP Registration Statement, and (B) the acquisition, ownership or disposition of partnership interests in Lessee the Borrower or partnership interests in the MLP or any further limited partnership of which Lessee the Borrower or the MLP is, directly or indirectly, a limited partner, except that, notwithstanding the foregoing, employees of the General Partner may perform services for Xxxxxxx Ferrell Companies, Inc. and its AffiliatesAxxxxxxxes.
(d) The General Partner agrees that, until all Obligations hereunder and under the other Operative Documents shall have been repaid in full and all commitments shall have terminated, it will not exercise any rights it may have (at law, in equity, by contract or otherwise) to terminate, limit or otherwise restrict (whether through repurchase or otherwise and whether or not the General Partner shall remain a general partner in Lesseethe Borrower) the ability of Lessee the Borrower to use the name "Ferrellgas".
(e) The General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause Lessee the Borrower to be treated as an association taxable as a corporation or otherwise to be taxed as an entity other than a partnership for federal income tax purposes.
Appears in 1 contract
Samples: Credit Agreement (Ferrellgas Partners Finance Corp)
Other General Partner Obligations. (a) The General Partner shall cause Lessee the Borrower to pay and perform each of its Obligations when due. The General Partner acknowledges and agrees that it is executing this Agreement as a principal as well as the general partner on behalf of Lesseethe Borrower, and that its obligations hereunder under this Agreement as general partner are full recourse obligations to the same extent as those of Lesseethe Borrower.
(b) The General Partner represents, warrants and covenants that it is Solvent, both before and after giving effect to the consummation of the transactions contemplated by the Operative Loan Documents, and that it will remain Solvent until all Obligations hereunder and under the other Operative Documents this Agreement shall have been repaid in fullfull and all commitments shall have terminated.
(c) The General Partner, for so long as it is the general partner of Lesseethe Borrower, (i) agrees that its sole business will be to act as the general partner of Lesseethe Borrower, the MLP and any further limited partnership of which Lessee the Borrower or the MLP is, directly or indirectly, a limited partner and to undertake activities that are ancillary or related thereto (including being a limited partner in Lesseethe Borrower), (ii) shall not enter into or conduct any business or incur any debts or liabilities except in connection with or incidental to (A) its performance of the activities required or authorized by the partnership agreement of the MLP or the Partnership Agreement or described in or contemplated by the MLP Registration Statement, and (B) the acquisition, ownership or disposition of partnership interests in Lessee the Borrower or partnership interests in the MLP or any further limited partnership of which Lessee the Borrower or the MLP is, directly or indirectly, a limited partner, except that, notwithstanding the foregoing, employees of the General Partner may perform services for Xxxxxxx Companies, Inc. and its Affiliates.
(d) The General Partner agrees that, until all Obligations hereunder and under the other Operative Documents this Agreement shall have been repaid in full and all commitments shall have terminated, it will not exercise any rights it may have (at law, in equity, by contract or otherwise) to terminate, limit or otherwise restrict (whether through repurchase or otherwise and whether or not the General Partner shall remain a general partner in Lesseethe Borrower) the ability of Lessee the Borrower to use the name "Ferrellgas".
(e) The General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause Lessee the Borrower to be treated as an association taxable as a corporation or otherwise to be taxed as an entity other than a partnership for federal income tax purposes.
Appears in 1 contract
Samples: Credit Agreement (Ferrellgas Partners Finance Corp)
Other General Partner Obligations. (a) The General Partner shall cause Lessee the Borrower to pay and perform each of its Obligations when due. The General Partner acknowledges and agrees that it is executing this Agreement as a principal as well as the general partner on behalf of Lesseethe Borrower, and that its obligations hereunder under this Agreement as general partner are full recourse obligations to the same extent as those of Lesseethe Borrower.
(b) The General Partner represents, warrants and covenants that it is Solvent, both before and after giving effect to the consummation of the transactions contemplated by the Operative Loan Documents, and that it will remain Solvent until all Obligations hereunder and under the other Operative Documents this Agreement shall have been repaid in fullfull and all commitments shall have terminated.
(c) The General Partner, for so long as it is the general partner of Lesseethe Borrower, (i) agrees that its sole business will be to act as the general partner of Lesseethe Borrower, the MLP and any further limited partnership of which Lessee the Borrower or the MLP is, directly or indirectly, a limited partner and to undertake activities that are ancillary or related thereto (including being a limited partner in Lesseethe Borrower), (ii) shall not enter into or conduct any business or incur any debts or liabilities except in connection with or incidental to (A) its performance of the activities required or authorized by the partnership agreement of the MLP or the Partnership Agreement or described in or contemplated by the MLP Registration StatementAgreement, and (B) the acquisition, ownership or disposition of partnership interests in Lessee the Borrower or partnership interests in the MLP or any further limited partnership of which Lessee the Borrower or the MLP is, directly or indirectly, a limited partner, except that, notwithstanding the foregoing, employees of the General Partner may perform services for Xxxxxxx Ferrell Companies, Inc. and Xxx. xxd its Affiliates.
(d) The General Partner agrees that, until all Obligations hereunder and under the other Operative Documents this Agreement shall have been repaid in full and all commitments Commitments shall have terminated, it will not exercise any rights it may have (at law, in equity, by contract or otherwise) to terminate, limit or otherwise restrict (whether through repurchase or otherwise and whether or not the General Partner shall remain a general partner in Lesseethe Borrower) the ability of Lessee the Borrower to use the name "Ferrellgas".
(e) The General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause Lessee the Borrower to be treated as an association taxable as a corporation or otherwise to be taxed as an entity other than a partnership for federal income tax purposes.
Appears in 1 contract
Samples: Credit Agreement (Ferrellgas Partners Finance Corp)
Other General Partner Obligations. (a) The General Partner shall cause Lessee the Borrower to pay and perform each of its Obligations when due. The General Partner acknowledges and agrees that it is executing this Agreement as a principal as well as the general partner on behalf of Lesseethe Borrower, and that its obligations hereunder as general partner are full recourse obligations to the same extent as those of Lesseethe Borrower.
(b) The General Partner represents, warrants and covenants that it is Solvent, both before and after giving effect to the consummation of the transactions contemplated by the Operative Loan Documents, and that it will remain Solvent until all Obligations hereunder and under the other Operative Documents shall have been repaid in fullfull and all commitments shall have terminated.
(c) The General Partner, for so long as it is the general partner of Lesseethe Borrower, (i) agrees that its sole business will be to act as the general partner of Lesseethe Borrower, the MLP and any further limited partnership of which Lessee the Borrower or the MLP is, directly or indirectly, a limited partner and to undertake activities that are ancillary or related thereto (including being a limited partner in Lesseethe Borrower), (ii) shall not enter into or conduct any business or incur any debts or liabilities except in connection with or incidental to (A) its performance of the activities required or authorized by the partnership agreement of the MLP or the Partnership Agreement or described in or contemplated by the MLP Registration Statement, and (B) the acquisition, ownership or disposition of partnership interests Partnership Interests in Lessee the Borrower or partnership interests in the MLP or any further limited partnership of which Lessee the Borrower or the MLP is, directly or indirectly, a limited partner, except that, notwithstanding the foregoing, employees of the General Partner may perform services for Xxxxxxx Companies, Inc. and its Affiliates.
(d) The General Partner agrees that, until all Obligations hereunder and under the other Operative Documents shall have been repaid in full and all commitments shall have terminated, it will not exercise any rights it may have (at law, in equity, by contract or otherwise) to terminate, limit or otherwise restrict (whether through repurchase or otherwise and whether or not the General Partner shall remain a general partner in Lesseethe Borrower) the ability of Lessee the Borrower to use the name "Ferrellgas".
(e) The General Partner shall not take any action or refuse to take any reasonable action the effect of which, if taken or not taken, as the case may be, would be to cause Lessee the Borrower to be treated as an association taxable as a corporation or otherwise to be taxed as an entity other than a partnership for federal income tax purposes.
Appears in 1 contract
Samples: Short Term Revolving Credit Agreement (Ferrellgas Partners Finance Corp)