Examples of Propane Group Entities in a sentence
Schedule 3.22 of the Contributor Disclosure Schedule lists all insurance policies of the Contributor Parties or any of their Affiliates and any of NRGY’s self-insured programs, in each case, covering the Acquired Assets or the Propane Group Entities and the operation of the Propane Business as of the Execution Date.
Acquirer further acknowledges that neither Acquirer, its Affiliates, nor the Propane Group Entities or their respective Subsidiaries shall have any rights, or are acquiring any rights to use the Retained Names and Marks, except as expressly provided herein.
In connection with any audit, litigation or other proceeding with respect to Taxes related to the Acquired Assets or the Propane Group Entities for taxable periods beginning on or before the Contribution Closing Date, Acquirer and NRGY shall promptly notify each other upon receipt by such Party of written notice of any inquiries, claims, assessments, audits, or similar events.
From and after the Contribution Closing Date, the Acquired Assets and the Propane Group Entities shall cease to be insured by the insurance policies of NRGY or its Affiliates or by any of NRGY’s self-insured programs, except with respect to the Other Retained Liabilities and the Retained Propane Business Liabilities.
All Taxes with respect to the Propane Group Entities not yet due and payable for any taxable period (or portion thereof) ending on or before the Contribution Closing Date have been (or will be on or prior to the Contribution Closing Date) accrued and adequately disclosed and fully provided for with adequate reserves in accordance with GAAP on the Propane Business Financial Statements.
The Contributor Parties shall have delivered or caused to be delivered to Acquirer the consent of Ernst & Young LLP for the inclusion of its reports on the Propane Group Entities in any documents to be filed by Acquirer with the SEC in connection with the transactions contemplated by this Agreement or the other Transaction Agreements.
Except as otherwise expressly provided herein, all costs and expenses incurred by the Contributor Parties or the Propane Group Entities in connection with the Transaction Agreements and the transactions contemplated thereby, shall be paid by the Contributor Parties, and all costs and expenses incurred by Acquirer in connection with the Transaction Agreements and the transactions contemplated thereby shall be paid by Acquirer.
At or prior to the Contribution Closing, the Contributor Parties will cause the representatives, officers and directors (and equivalents) of the Propane Group Entities to resign or be removed from all representative, officer and director positions (and equivalents) as of the Contribution Closing Date.
All of the issued and outstanding equity interests in each of the Propane Group Entities have been duly authorized, validly issued and fully paid and are nonassessable (except as such nonassessability may be affected by Sections 17-303 and 17-607 of the Delaware LP Act or Section 18-607 of the Delaware LLC Act) and have not been issued in violation of any preemptive rights, rights of first refusal or other similar rights of any Person.
Each of the Permits listed on Schedule 3.17 of the Contributor Disclosure Schedule are held by one of the Propane Group Entities or are applicable to the Acquired Assets.