Examples of SE Transmission in a sentence
Spectra MLP shall be solely liable for, shall pay and shall protect, defend, indemnify and hold harmless each of SE Transmission and MLP GP from any and all Taxes which relate to or result from the income, Business, property or operations of the Saltville Companies after the Effective Time.
SE Transmission and MLP GP has made available to Spectra MLP true copies of all existing Organizational Documents of the Saltville Companies.
Responsibility for the payment of all state and local transfer, sales, use, stamp, registration or other similar Taxes resulting from the transactions contemplated by this Agreement shall be borne 50% by Spectra MLP and 50% by SE Transmission and MLP GP in proportion to their ownership of the Saltville Companies prior to this Agreement.
No third party has asserted against any of the Saltville Companies any written claim that such Saltville Company is infringing the Intellectual Property of such third party, and, to the Knowledge of SE Transmission and MLP GP, no third party is infringing the Intellectual Property owned by any of the Saltville Companies.
At any time up to 10 days before the Closing, SE Transmission and MLP GP shall supplement in writing any information furnished on the Disclosure Schedule to reflect post-signing developments and matters that have come to the Knowledge of SE Transmission and MLP GP (which if not included on a Schedule would constitute a breach of this Agreement by SE Transmission or MLP GP, as applicable) by furnishing such supplemented information to Spectra MLP pursuant to the notice provisions hereof.
Except as set forth in Schedule 4.9, (a) there are no legal actions before any Governmental Authority or lawsuits pending or, to the Knowledge of SE Transmission and MLP GP, threatened against any of the Saltville Companies other than lawsuits or actions which could not reasonably be expected to have a Material Adverse Effect and (b) no Saltville Companies is subject to any injunction, order or unsatisfied judgment from any Governmental Authority.
Spectra MLP shall make all reasonable changes to such Tax Return as requested by each of SE Transmission and MLP GP not later than ten days prior to the due date of such Tax Return.
Notwithstanding the foregoing, Spectra MLP shall have no right of access to, and none of SE Transmission and MLP GP shall have any obligation to provide to Spectra MLP, information relating to (a) any information the disclosure of which would jeopardize any privilege available to any Saltville Company, SE Transmission, any SE Transmission Affiliate, MLP GP or any MLP GP Affiliate relating to such information or (b) any information the disclosure of which would result in a violation of Law.
If the amount set up as a liability for the Tax (for the period through the Effective Time) in the Final Net Working Capital exceeds the Tax shown on the Tax Return, not later than the due date of such Tax Return, Spectra MLP shall pay to SE Transmission and MLP GP in proportion to such Party’s ownership of the Saltville Companies prior to this Agreement the amount of such excess.
If SE Transmission decides to initiate such litigation prior to the end of the above-referenced one year period, or otherwise as of the expiration of such one year period, Spectra MLP shall no longer be obligated to seek recourse under the AGL Agreement with respect to the applicable matters.