Examples of Contributor Group in a sentence
To Contributor’s knowledge, no Subject Entity or, with respect to the SUN Retail Assets, member of the Contributor Group is under investigation with respect to any violation of any Laws or Orders that are material to the operation of its business.
Contributor, SUN LLC and each Acquiror Party shall use, and Contributor or Retail Parent, as applicable, shall cause the Retail Entities and the Contributor Group to use, and Acquiror shall cause SUN LLC and each Acquiror Party to use, commercially reasonable efforts to obtain consents of all Governmental Entities or other third parties necessary to consummate the transactions contemplated by this Agreement (including the Pre-Closing Transactions).
All costs incurred in connection with obtaining such consents shall be borne by the Party incurring such costs and, in no event, shall Contributor, any of its respective Affiliates or any member of the Contributor Group or any Subject Entity be required to make any payments (other than routine administrative fees, contractual change of control payments and attorneys’ fees) or provide other types of consideration in order to seek or facilitate the obtaining of any such consents.
Each Subject Entity and, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, each member of the Contributor Group, is not in and since January 1, 2014 has not been in, default or violation of any term, condition or provision of any such Material Company Permit applicable to it.
Since January 1, 2014, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group has received written notice of or, to Contributor’s knowledge, been threatened to be charged with any violation of any applicable Laws and Orders that are material to the operation of the business of any Subject Entity or the SUN Retail Business.
Except as those that will be required in connection with the Pre-Closing Transactions, no material notices to, filings with, or authorizations, consents or approvals of any Person or Governmental Entity are necessary for the execution, delivery or performance by Retail Parent or any member of the Contributor Group of this Agreement or the Ancillary Documents to which it is a party or the consummation by it of the transactions contemplated hereby or thereby.
Prior to the Closing or the earlier termination of this Agreement pursuant to Article 9, Contributor and Retail Parent shall (and in the case of Retail Parent, shall cause the Contributor Group to) not sell, transfer, contribute, pledge, distribute or otherwise dispose of or incur any Liens on any Acquired Interests owned by Contributor, Retail Parent, or the Contributor Group, as applicable, or agree to do any of the foregoing.
Except as set forth on Schedule 4.8, no Subject Entity or, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, member of the Contributor Group, nor any of their respective properties, assets or business, or, to Contributor’s knowledge, any of their respective current or former officers or directors, in their capacity as such, is subject to any outstanding Order.
As of the date of this Agreement, each Subject Entity and, with respect to the SUN Retail Assets prior to the Pre-Closing Transactions, each member of the Contributor Group is, and immediately following the Pre-Closing Transactions and as of the Closing, each Subject Entity will be, in material compliance with all such Material Company Permits.
Since January 1, 2014, the SUN Retail Assets and the assets of each Subject Entity have been maintained and repaired in all material respects in the same manner as a prudent operator would maintain and repair such assets and have been used by such Subject Entity or member of the Contributor Group, as applicable, in the ordinary course of business and remain as of the date hereof in suitable and adequate condition for such continued use excluding normal wear and tear.