Examples of National Propane Purchase Agreement in a sentence
The Borrower will not, and will not permit any Subsidiary to, enter into, or suffer to exist, any agreement (other than the National Propane Purchase Agreement) with any Person which, directly or indirectly, prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make other distributions to the Borrower or prepay any Indebtedness owed to the Borrower, (b) make loans or advances to the Borrower or (c) transfer any of its properties or assets to the Borrower.
The Company will not, and will not permit any Subsidiary to, enter into, or suffer to exist, any agreement (other than the National Propane Purchase Agreement) with any Person which, directly or indirectly, prohibits or limits the ability of any Restricted Subsidiary to (a) pay dividends or make other distributions to the Company or prepay any Indebtedness owed to the Company, (b) make loans or advances to the Company or (c) transfer any of its properties or assets to the Company.
The Buyer Parties acknowledge that the Seller has entered into a guaranty, dated April 5, 1999, in favor of the Special Limited Partner, guaranteeing the obligations of the Company Parties pursuant to the Tax Indemnity Provisions of the National Propane Purchase Agreement (including any replacement guarantee of the Seller's parent corporation that may, from time to time, be in effect, the "Seller Guaranty").
Specifically excluded from the Company Assets and Liabilities are: (i) the rights and obligations of CPC under the Purchase Agreement, dated as of April 5, 1999 (the "National Propane Purchase Agreement"), by and among Old CPLP (as defined in Item 13 hereof), CPH, CPC, National Propane Partners, L.P. ("National MLP"), National Propane Corporation ("National MGP"), National Propane SGP, Inc.
For purposes of this Section 5.9(d), "Assigned Asset" shall not include, and the provisions of this Section 5.9(d) shall not apply to, the National Propane Purchase Agreement or any other agreement to which a Company Party is a party that is not transferred by that Company Party pursuant to Sections 1.1(d), (e), (i) or (j).
No material breach or default by any Company Party (or event that, with notice, lapse of time, or both, would constitute a material breach or default by any Company Party) has occurred under the National Propane Purchase Agreement prior to the Closing.
The representations and warranties in Section 10.1 (captioned "Representations and Warranties of the Seller") and 10.2 (captioned "Representations, Warranties and Covenants of the Buyer Parties") shall survive the Closing and shall remain in effect for so long as the Tax Indemnity Provisions of the National Propane Purchase Agreement remain in effect.
Each of the Buyer Parties acknowledges and agrees that, following the Closing, the Company Parties that are parties to the National Propane Purchase Agreement shall continue to be bound by all of their obligations under the National Propane Purchase Agreement.
The Buyer Parties, on one hand, and the Seller, on the other hand, intend and believe that the consummation of the Principal Closing Transactions will not result in any material liability or obligations under the Tax Indemnity Provisions or any other provisions of the National Propane Purchase Agreement, the CPLP Partnership Agreement, the Intercompany Note, the Intercompany Loan Agreement or applicable Delaware partnership law.
The Company Parties have complied in all material respects with the terms and conditions of the National Propane Purchase Agreement prior to the Closing.