REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES. The Contributing Parties hereby represent and warrant to the Partnership Parties as follows:
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES. The Contributing Parties hereby represent and warrant to the Partnership Parties as of the date of this Agreement and as of the Closing Date, in each case, as follows:
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES. The Contributing Parties hereby represent and warrant to the Partnership Parties that, except as disclosed in the disclosure schedules delivered to the Partnership on the date of this Agreement (“Disclosure Schedules”) (it being understood that any information set forth on any Disclosure Schedule shall be deemed to apply and qualify the section or subsection of this Agreement to which it corresponds in number and each other section or subsection of this Agreement to the extent that it is reasonably apparent on its face that such information is relevant to such other section or subsection):
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES. All of the representations and warranties of the Contributing Parties shall be true and correct in all material respects as of the Closing Date.
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES. To induce Parent to enter into this Agreement and consummate the transactions contemplated hereby, each Contributing Party, solely as to himself, herself or itself, represents and warrants to Parent as follows:
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES. Except as disclosed to the Company and Remora Holdings in a letter (each, a “Contributor’s Disclosure Letter”) delivered by each Contributing Party to the Company and Remora Holdings at or prior to the execution and delivery of this Agreement (with reference to the section numbers of the representations and warranties in this ARTICLE III to which the information in such letter relates), each of the Contributing Parties, severally and not jointly, represents and warrants to the Company and Remora Holdings as of the date hereof and as of the Closing Date that:
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES. Each Contributing Party hereby represents and warrants that:
(a) It is a limited partnership or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws (as hereinafter defined) of the State of Delaware, with all requisite limited partnership or limited liability company power and authority, as applicable, to own its properties and assets and to conduct its business as presently conducted;
(i) It has all necessary limited partnership or limited liability company power and authority, as applicable, to execute and deliver the Transaction Documents to which it is, or will be, a party and to consummate the Contribution, (ii) the execution, delivery and performance by it of Transaction Documents to which it is, or will be, a party and the consummation by it of the Contribution 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 Contribution. The Board of Directors of LE GP, LLC, a Delaware limited liability company and general partner of ETE, acting in accordance with the recommendation of the Conflicts Committee of the Board of Directors of LE GP, LLC, has approved the Transaction Documents and the Contribution. Each Transaction Document to which it is, or will be, a party has been, or will be, duly executed and delivered by each Contributing Party and, assuming due and valid authorization, execution and delivery hereof by the ETP Parties, is, or will be, the valid and binding obligation of such Contributing Party enforceable against such Contributing Party in accordance with its terms, except as may be limited by (A) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other Laws affecting or relating to creditors’ rights generally or (B) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law (the “Remedies Exceptions”);
(c) Except as set forth on Schedule 2.1, 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 a...
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES. Each Contributing Party, severally but not jointly, represents and warrants to the Company that:
(a) The Interests held by such Contributing Party are being transferred to the Company free and clear of any and all liens, charges, security interests, options, claims, mortgages, pledges, proxies, voting trusts or agreements, obligations, understandings or arrangements or other restrictions on title or transfer of any nature whatsoever (collectively, “Liens”), other than transfer restrictions under applicable securities laws. Upon execution of this Agreement, valid title to such Interests, free and clear of all Liens and adverse interests, will pass to the Company.
(b) If a Contributing Party is not a natural person, such Contributing Party is validly organized and existing under the laws of its state of organization and has all requisite power and authority to execute and deliver this Agreement, to perform fully its obligations hereunder and to consummate the transactions contemplated hereby.
(c) Upon execution by each of the parties to this Agreement, this Agreement will constitute the valid and binding agreement of such Contributing Party.
(d) The execution, delivery and performance by such Contributing Party of this Agreement, and the consummation of the transactions contemplated hereby, do not (i) if such Contributing Party is not a natural person, contravene or conflict with, or constitute a violation of the organizational documents of such person; or (ii) contravene or conflict with, or constitute a violation of, any material applicable law or any agreement or order binding on such person.
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES. 3.1 Organization
3.2 Authority and Approval
3.3 No Conflict; Consents
3.4 Capitalization; Title to Subject Interest
3.5 Financial Statements; Internal Controls; Undisclosed Liabilities
3.6 Title to Assets
3.7 Litigation; Laws and Regulations
3.8 No Adverse Changes 3.9 Taxes
3.10 Environmental Matters
3.11 Licenses; Permits
3.12 Contracts
3.13 Employees and Employee Benefits
3.14 Transactions with Affiliates 3.15 Regulation 3.16 Brokerage Arrangements 3.17 Investment Intent 3.18 Waivers and Disclaimers 3.19 SEC Reports
REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES. Except as set forth in the Oiltanking Disclosure Schedules and, in the case of Oiltanking MLP Representations, as set forth in any Oiltanking Current SEC Document, each Contributing Party, jointly and severally, represents and warrants to Enterprise as of the Execution Date that:
