Examples of Asset Contributor in a sentence
Such Asset Contributor has also had an opportunity to ask questions of the officers of the GP, which questions were answered to its satisfaction.
Prior to the execution of this Agreement, each such Asset Contributor has made available to the MLP, the GP, Intermediate GP, Intermediate Holdings and Holdings complete copies of each Asset Oil and Gas Document.
Except as expressly set forth in Article V, such Asset Contributor has received no representations or warranties from the MLP, the GP, Intermediate GP, Intermediate Holdings, Holdings or their respective employees, Affiliates, attorneys, accountants or agents.
All Permits are in full force and effect, and such Asset Contributor has not received written notice that such Permits will not be renewed in the ordinary course after Closing.
To the Knowledge of such Asset Contributor, the Contributed Assets in which such Asset Contributor owns an interest that are operated by a Third Party have been and are being operated and maintained in compliance with all applicable Laws.
For the avoidance of doubt, neither Holdings nor any of its Affiliates is hereby assuming, or shall be deemed to have assumed or otherwise bear any responsibility for, any other liability or obligation of any Asset Contributor other than the Assumed Liabilities, and any such other liability or obligation shall be retained by the applicable Asset Contributor.
Any written notice delivered by a member of the Partnership Group to an Asset Contributor with respect to Damages of the Partnership Group shall set forth with as much specificity as is reasonably practicable the basis of the claim for Damages of the Partnership Group and, to the extent reasonably practicable, a reasonable estimate of the amount thereof.
There is no pending or, to the Knowledge of such Asset Contributor, threatened investigation of or affecting such Asset Contributor or any of its properties, assets or operations or the Business (as it pertains to the Contributed Assets in which such Asset Contributor owns an interest) by any Governmental Entity.
If such Asset Contributor is an Entity, such Asset Contributor is duly qualified and in good standing as a foreign entity to do business in each jurisdiction in which the conduct or nature of its business or the ownership, leasing, holding or operating of its properties makes such qualification necessary, except such jurisdictions where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
Such Asset Contributor acknowledges and understands that the Common Units have not been registered under the Securities Act or applicable state and other securities laws and that any certificate representing such Common Units will bear a legend to the foregoing effect.