Examples of Cypress Entities in a sentence
Each material contract between the Company or a Group Member, on the one hand, and any of the Cypress Entities or their respective members, shareholders or partners, as applicable, on the other hand, shall be in writing.
None of the Cypress Entities is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or the Underwriters for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Units.
Except as set forth in the Registration Statement, the Time of Sale Information and the Prospectus, there is no relationship, direct or indirect, that exists between any of the Cypress Entities on the one hand, and the directors, officers, unitholders, customers or suppliers of any of the Cypress Entities on the other hand that is required by the Act to be disclosed in the Registration Statement, the Time of Sale Information and the Prospectus that is not so disclosed.
Each of the Cypress Entities and the Management Companies has been duly formed or incorporated, is validly existing and in good standing as a limited partnership, limited liability company, unlimited liability corporation or corporation under the laws of its jurisdiction of incorporation, organization or formation, as the case may be.
Failure by the Company to comply with any of the obligations set forth above shall not affect the status of the Company as a separate legal entity, with its separate assets and separate liabilities, or restrict or limit the Company from engaging or contracting with the Cypress Entities for the provision of services or the purchase or sale of products, whether under the Omnibus Agreement, any other applicable agreement or otherwise.
No labor dispute with the employees of any of the Partnership Entities exists or, to the knowledge of any of the Cypress Entities, is threatened, that would reasonably be expected to have a Material Adverse Effect.
To the knowledge of the Partnership Parties, no officer, director or nominee for director of the Cypress Entities has a direct or indirect affiliation or association with any member of FINRA.
Each of the Cypress Entities and the Management Companies has all limited partnership, limited liability company, unlimited liability corporation or corporate power and authority, as the case may be, necessary to enter into and perform its obligations under the Operative Agreements to which it is a party.
There are no legal or governmental proceedings pending or, to the knowledge of the Partnership Parties, threatened, against any of the Cypress Entities or their respective subsidiaries or to which any of the Cypress Entities or their respective subsidiaries or any of their properties are subject, that are required to be described in the Registration Statement, the Time of Sale Information or the Prospectus (or any amendment or supplement thereto) that are not described as required by the Act.
As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by any of the Cypress Entities.