PPL Gas Utilities definition
Examples of PPL Gas Utilities in a sentence
Upon Closing, Buyer shall have good and marketable title to such PPL Gas Utilities Shares, free and clear of any Liens, restrictions on transfer and voting or preemptive rights, other than those arising pursuant to this Agreement.
Buyer is acquiring the PPL Gas Utilities Shares for its own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof in violation of federal or state securities law.
Except as set forth on Schedule 3.6, Seller is directly the legal and beneficial owner of, and has good and marketable title to, the PPL Gas Utilities Shares, free and clear of all Liens other than those arising pursuant to this Agreement, and the PPL Gas Utilities Shares are fully paid and non-assessable.
Buyer understands that the PPL Gas Utilities Shares have not been registered pursuant to the Securities Act or any applicable state securities laws, that the PPL Gas Utilities Shares will be characterized as “restricted securities” under federal securities laws and that under such laws and applicable regulations the PPL Gas Utilities Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.
Buyer is a sophisticated entity, is knowledgeable about the industry in which the Companies operate, experienced in investments in such businesses and able to bear the economic risk associated with the purchase of the PPL Gas Utilities Shares.
The Audited Financials and Interim Financials shall be prepared in accordance with GAAP, except to the extent permitted by Regulation S-X, adopted by the Securities and Exchange Commission, and the Audited Financials shall be accompanied by the unqualified opinion of the auditors of PPL Gas Utilities.
Notices to Transporter under this Agreement shall be addressed to it at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Manager — Customer Services and notices to Shipper shall be addressed to it at: PPL Gas Utilities Corporation ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, GENPL7 Natural Gas Support ▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ATTN: ▇▇▇ ▇▇▇▇▇▇▇▇▇ until changed by either party by written notice.
Within 15 days after the execution date of this Agreement, Seller shall deliver to Buyer a list of its proposed representatives to a joint transition team, which shall include individuals with expertise from various functional specialties associated or involved in providing billing, payroll and other support services provided to PPL Gas Utilities by any automated or manual process using facilities or employees that are not transferred to Buyer pursuant to this Agreement.
Buyer acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the PPL Gas Utilities Shares, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the PPL Gas Utilities Shares.
There are no outstanding options, warrants or other rights of any kind, including any restrictions on transfers, in favor of any Person other than PPL Gas Utilities relating to such Penn Fuel Interests or Gas-Oil Shares.