REPRESENTATIONS AND WARRANTIES OF ETP. ETP hereby represents and warrants to ETE as follows:
REPRESENTATIONS AND WARRANTIES OF ETP. The representations and warranties of ETP in this Agreement shall be true and correct (without regard to any reference as to materiality, materially, material respects or ETP Material Adverse Effect) in all respects as of the Closing Date as if remade on the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all respects as of such specific date), with only such failures to be so true and correct as has not had, and would not reasonably be expected to have, an ETP Material Adverse Effect.
REPRESENTATIONS AND WARRANTIES OF ETP. ETP represents and warrants to the ETE Parties as of the date hereof as follows:
REPRESENTATIONS AND WARRANTIES OF ETP. Except as disclosed in the ETP Disclosure Schedule delivered by ETP to OGE on or prior to the execution of this Agreement (which letter sets forth items of disclosure with specific reference to the particular Section or subsection of this Agreement to which the information in the ETP Disclosure Schedule relates), ETP hereby represents and warrants to OGE as follows:
REPRESENTATIONS AND WARRANTIES OF ETP. ETP hereby represents and warrants to CCE as follows:
REPRESENTATIONS AND WARRANTIES OF ETP. ETP hereby represents and warrants that:
(a) It is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware, with all requisite limited partnership power and authority to own, operate or lease its properties and assets and to conduct its business as presently conducted;
(i) It has all necessary limited partnership power and authority to execute and deliver the Transaction Documents to which it is, or will be, a party and to consummate the Transfer and the Cancellation, (ii) the execution, delivery and performance by it of the Transaction Documents to which it is, or will be, a party and the consummation by it of the Transfer and the Cancellation has been duly authorized by all necessary action on its part and (iii) no other action on its part is necessary to authorize the execution and delivery by it of the Transaction Documents to which it is, or will be, a party and the consummation of the Transfer and the Cancellation. Each Transaction Document to which ETP is, or will be, a party has been duly executed and delivered by ETP and, assuming due and valid authorization, execution and delivery hereof by PEPL, is, or will be, the valid and binding obligation of ETP enforceable against it in accordance with its terms, except as may be limited by the Remedies Exception;
(c) The execution, delivery and performance by it of the Transaction Documents to which it is, or will be, a party will not conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provisions of: (i) its certificate of limited partnership or limited partnership agreement; (ii) any material lien, encumbrance, security interest, pledge, mortgage, charge, other claim, bond, indenture, agreement, contract, franchise license, permit or other instrument or obligation to which it is a party or is subject or by which any of its assets or properties may be bound; (iii) any material applicable Laws; or (iv) any material provision of any material contract to which it is a party or by which its assets are bound;
(d) ETP is acquiring the Trunkline Interest to consummate the Assignment Transactions. ETP acknowledges that the Trunkline Interest has not been registered under federal and state securities Laws and that the Trunkline Interest may not be sold, transferred, offered for sale, pledged, hypothecated or otherwi...
REPRESENTATIONS AND WARRANTIES OF ETP. ETP hereby represents and warrants to Contributors that, as of the date hereof and as of the Closing Date:
REPRESENTATIONS AND WARRANTIES OF ETP. AND ETP MANAGING GP 10 Section 3.1 Organization, Standing and Power 10
REPRESENTATIONS AND WARRANTIES OF ETP. 6.1Organization; Qualification 29 6.2Authority; Enforceability 30 6.3Non-Contravention 30 6.4Governmental Approvals 30 6.5Legal Proceedings 31
REPRESENTATIONS AND WARRANTIES OF ETP. ETP hereby represents and warrants to each Stockholder that the execution and delivery of this Agreement by ETP and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the board of directors of the general partner of the general partner of ETP. The ETP Parties acknowledge that no Stockholder has made and no Stockholder is making any representation or warranty of any kind except as expressly set forth in this Agreement.
