Examples of ETIH Group Entities in a sentence
ETP shall promptly deliver to the Company copies of all Tax returns filed by ETP with respect to the ETIH Group Entities and any supporting documentation, excluding Tax returns, or portions of the Tax returns, related to income, franchise or similar Taxes that are unrelated to the ETIH Group Entities.
ETP and the ETIH Group Entities shall not make any election or otherwise take any action with respect to Taxes attributable to the ETIH Group Entities that is inconsistent with the conventions, elections or other Tax attributes of the ETIH Group Entities (or their assets) as described in Section 3.14(b) of the ETP Disclosure Schedule.
None of ETP or any of its Subsidiaries, including any of the ETIH Group Entities, has received any notice from any insurer or agent of such insurer that (i) substantial capital improvements or other expenditures will have to be made in order to continue any insurance policy or instrument pursuant to which any ETIH Group Entity is insured (an “ETIH Insurance Policy”) or (ii) such insurer has cancelled or terminated or has initiated procedures to cancel or terminate any ETIH Insurance Policy.
Regardless of which Party is responsible, ETP shall file, or cause the appropriate ETIH Group Entity to file (as applicable), the Tax return and pay, or cause the appropriate ETIH Group Entity to pay (as applicable), all Taxes with respect to the ETIH Group Entities that are required to be paid prior to the Closing.
Each of the ETIH Group Entities, as applicable, is in compliance in all material respects with the terms and conditions of all tariff provisions, FERC rate and certificate orders, and other orders and authorizations issued by FERC, in each case as applicable to any of the ETIH Group Entities.
Neither ETP nor any of the ETIH Group Entities, nor any of their respective officers or directors has employed any broker, finder or other person or incurred any liability on behalf of any ETIH Group Entity, OGE or any Enogex Group Entity or itself for any advisory, brokerage, finder, success, deal completion or similar fees or commissions in connection with the transactions contemplated by this Agreement, other than fees to be paid to Credit Suisse Securities (USA) LLC.
ETP agrees that, from and after the Closing Date, all proceeds from claims made on or before the Closing Date under the Applicable ETP Insurance directly or indirectly applicable to the assets or Business of the ETIH Group Entities shall be for the benefit of the Company.
The assets of the ETIH Group Entities constitute all the assets, the use or benefit of which are reasonably necessary for the operation of the Business of the ETIH Group Entities as currently conducted.
The ETIH Group Entities are in compliance with the terms of all ETIH Insurance Policies in all material respects; and there are no material claims by ETP or any of its Subsidiaries, including any of the ETIH Group Entities, under any such ETIH Insurance Policy as to which any insurance company is denying liability or defending under a reservation of rights clause.
Neither ETP nor any of the ETIH Group Entities is, nor will ETP or any of the ETIH Group Entities be following the consummation of the transactions contemplated by this Agreement, an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.