Examples of Heritage OLP in a sentence
Borrower will not, nor will it permit any of its Subsidiaries to, commingle their respective Deposit Accounts or Accounts with the Deposit Accounts or Accounts of (i) Heritage OLP or any of its Subsidiaries or (ii) Master Partnership or any of the Intermediate Entities.
The parties intend that this Agreement effect a sale by U.S. Propane of the Retained Assets, including a general partner interest in Heritage MLP and a general partner interest in Heritage OLP.
Set forth in Schedule 4.17 is a list of all Material Contracts to which the GP or U.S. Propane is a party or by which it or any of its properties may be bound (other than the GP LLC Agreement, the U.S. Propane Agreement, the Heritage MLP Agreement, the agreement of limited partnership, as amended, of Heritage OLP and the other Original Formation Agreements).
Nothing herein is intended (i) to address disputes, controversies or claims arising between Heritage MLP and Heritage OLP that do not involve the LP or (ii) to limit the Parties from resolving informally among them any dispute, controversy or claim that may arise.
Heritage MLP shall have completed, or shall complete contemporaneously with the Closing, a public debt offering or private debt placement with minimum net proceeds to Heritage OLP of $300 million, on terms and conditions mutually agreeable to the Heritage Parties and La Grange (the "Debt Financing").
Prior to the Closing and prior to the restructuring contemplated by Section 2.2, Heritage GP was the sole general partner of Heritage MLP and Heritage OLP with a 1% general partner interest in Heritage MLP and a 1.0101% general partner interest in Heritage OLP.
Heritage OLP LP has been duly formed and is validly existing in good standing as a corporation under the Delaware General Corporation Law (“DGCL”) with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business in all material respects as described in the Prospectus.
In conjunction with the transactions to be completed prior to or at Closing pursuant to Section 2.2, Heritage GP is the sole general partner of Heritage MLP and Heritage OLP with a 2% general partner interest in Heritage MLP and a 0.0% general partner interest in Heritage OLP, and Heritage MLP owns, directly and indirectly, a 100% limited partner interest in Heritage OLP.
In order to effect the transfers of the Contributed Interests contemplated by Section 2.2 at the Closing, the LP, or one of the Affiliates of the LP, will execute and deliver to Heritage OLP one or more instruments of conveyance, dated the Closing Date, substantially in the form attached hereto as Exhibit 2.4 (the "Instruments of Conveyance"), that are sufficient to vest good title to the respective Contributed Interests, free and clear of all Encumbrances other than Permitted Encumbrances.
Within 60 days after the Closing Date, the LP will provide to Heritage OLP the financial statements of the Contributed Subs required to be filed in accordance with the Exchange Act, the Exchange Act Regulations and the Securities Act.