Examples of ETP Parties in a sentence
Notwithstanding anything in this Agreement to the contrary, none of the Company, the ETP Parties, Merger Sub, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
The ETP Parties and the Company agree to issue a mutually acceptable initial joint press release announcing this Agreement.
Each of the ETP Parties and their Subsidiaries is qualified to do business and is in good standing as a foreign entity in each jurisdiction where the ownership, leasing or operation of its assets or properties or conduct of its business requires such qualification, except where the failure to be so qualified or in good standing would not have, individually or in the aggregate, an ETP Material Adverse Effect.
Except as provided in Section 4.09(d) and Section 5.14, this Agreement and all obligations of the ETP Parties and each of the Unitholders hereunder shall terminate and have no further force or effect as of the date on which the aggregate beneficial ownership of the Unitholders is less than 4.9% of the then outstanding AmeriGas Common Units (the “Expiration Date”).
Prior to transmitting any material to any Governmental Entity (or members of their respective staffs), the Company and the ETP Parties shall permit counsel for the other parties a reasonable opportunity to review and provide comments thereon, and consider in good faith the views of the other parties in connection with, any proposed written communication to any Governmental Entity (or members of their respective staffs) to the extent permitted by Law.
Each of the Company and the ETP Parties agrees not to participate in any meeting or discussion, either in person or by telephone, with any Governmental Entity in connection with the proposed transactions unless it consults with the other party in advance and, to the extent not prohibited by such Governmental Entity or by Law, gives the other parties the opportunity to attend and participate where appropriate and advisable under the circumstances.
Except as set forth on Schedule 3.21 of the ETP Disclosure Schedule, as disclosed in the ETP SEC Reports filed with the SEC prior to the date hereof or as described in the SUN SEC Reports or the ETP SEC Reports, or as disclosed on applicable FERC filings, there are no assessments, contracts, transfers of assets, commitments or other transactions, that are not in the ordinary course of business, to, by or among HHI or any SUN Party on the one hand and the ETP Parties on the other hand.
The ETP Parties shall have received a certificate, dated as of the Closing Date, signed by an executive officer of each ETE Party, as applicable, certifying that the conditions set forth in Section 6.2(A) and Section 6.2(B) have been satisfied.
With respect to the Initial Closing, the actions required by the ETP Parties pursuant to Section 2.1 shall have been taken in accordance with the terms thereof.
This Agreement may be amended or modified only by written agreement of the ETE Parties and the ETP Parties; provided, however, that any amendments or modifications to this Agreement must be approved by the ETP Conflicts Committee and the ETE Conflicts Committee.