Examples of MLP Party in a sentence
Each MLP Party is a limited partnership or limited liability company, as the case may be, duly formed, validly existing and in good standing under the Laws of the State of Delaware.
Except for approval by the Conflicts Committee and as set forth on SCHEDULE 3(b)(ii) and any filings under the HSR Act, no MLP Party needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority or any other Person in order to consummate the transactions contemplated by this Agreement or any other Transaction Agreement.
Each Transaction Agreement to which such MLP Party is a party constitutes the valid and legally binding obligation of such MLP Party, enforceable against such MLP Party in accordance with its terms and conditions, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).
The execution, delivery and performance by each MLP Party of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate, limited liability company, partnership or other action on the part of such MLP Party, and, subject to MLP Unitholder Approval, no other corporate, limited liability company, partnership or other organizational proceedings are necessary to consummate the transactions contemplated by this Agreement.
The execution, delivery and performance by each MLP Party of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite limited liability company or partnership, as applicable, action on the part of such MLP Party.
No MLP Party or Buyer Party shall settle or offer to settle any Proceeding commenced prior to or after the Execution Date against such Party or its directors, executive officers or similar persons by any unitholder of such Party relating to the Merger or the other transactions contemplated by this Agreement without the prior written consent of the Other Parties (such consent not to be unreasonably withheld, delayed or conditioned).
Each of the MLP Parties has undertaken such due diligence (including a review of the assets, properties, liabilities, books, records and contracts constituting part of the Tank Assets) as such MLP Party deems adequate.
The Administrative Agent shall have received from each MLP Party either (i) a counterpart of the MLP Credit Agreement, the Reaffirmation Agreement and each other MLP Credit Document to which such MLP Party is contemplated to be a party signed on behalf of such party or (ii) evidence satisfactory to the Administrative Agent (which may include a facsimile or electronic image scan transmissions) that such party has signed a counterpart of each such agreement.
All Indebtedness and other obligations of the MLP Parties shall be Non-Recourse, other than pursuant to the Alon Assets Guarantee and the Insurance Collateral Lien and other than the Permitted IDB Guarantees (and Permitted IDB Liens) and the Specified Additional IDB Guarantees (and Liens securing the Specified Additional IDB Guarantees that are permitted by the definition of such term), and each MLP Party shall otherwise satisfy the requirements of being an Unrestricted Subsidiary.
Other than a customary fee paid to X.X. Xxxxxxx & Sons in connection with its assessment of the fairness of the Transaction to the MLP and to the holders of the Common Units (other than any of the Valero Group), no MLP Party has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which VPC could become liable or obligated.