Examples of Lehigh GP in a sentence
Schedule 3.1(b) sets forth all of the jurisdictions in which Lehigh GP is qualified to do business.
LGC shall (i) request the Partnership’s and its Subsidiaries’ independent accountants to provide (at CST and GP Buyer’s expense) any consent necessary for the filing of such financial statements with the SEC and (ii) request Lehigh GP to provide such customary representation letters as are necessary in connection therewith.
LGC shall bear all Taxes of Lehigh GP (whether or not reflected on Lehigh GP’s Return) for the portion of any Straddle Period ending on the Closing Date, and CST and GP Buyer shall bear all Taxes of Lehigh GP (whether or not reflected on Lehigh GP’s Return) for the portion of any Straddle Period beginning on the day after the Closing Date.
The Parties agree that the amounts owed by Lehigh GP, the Partnership or any Subsidiary of the Partnership to LGC and its Affiliates include all amounts owing to LGC (specifically including payments for services rendered by LGC through the Closing Date) pursuant to the Omnibus Agreement, which are estimated through June 30, 2014, as set forth on Schedule 5.11(a).
Except as set forth on Schedule 3.11, there is no order, judgment, injunction or decree of any Governmental Authority outstanding against any of the Partnership Entities or Lehigh GP that, individually or in the aggregate, would reasonably be expected to have a Partnership Material Adverse Effect or to prevent or delay the consummation of the transactions contemplated by this Agreement or to impair LGC’s ability to perform its obligations under this Agreement.
Lehigh GP has never engaged in or conducted, directly or indirectly, any business or other activities other than acting as the general partner of the Partnership, or incurred any indebtedness, liability or obligations, absolute or contingent, except in connection with or incidental to (i) its performance as general partner of the Partnership or (ii) the acquiring, owning or disposing of any debt or equity securities of the Partnership Entities.
After the Closing Date, the Parties shall cooperate fully as and to the extent reasonably requested by the other, in connection with the filing of Lehigh GP Tax Returns pursuant to this Section 5.9 and any audit, litigation, appeal, hearing or other proceeding with respect to Taxes of Lehigh GP.
Such cooperation shall include providing the information, records and documents described above and any other books, records and information appropriate to the preparation or review of a Tax Return of Lehigh GP and the Partnership, as applicable, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided.
Except as set forth in the preceding sentence, CST and GP Buyer shall cause Lehigh GP to allocate to IDR Buyer income of the Partnership allocated with respect to the Incentive Distributions following the Closing Date.
Lehigh GP is not an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.