SemGroup Entities definition
Examples of SemGroup Entities in a sentence
Each of the SemGroup Entities has all limited partnership, limited liability company or corporate power and authority, as the case may be, necessary to enter into and perform its obligations under the Operative Agreements to which it is a party and to own or lease its properties and to conduct the businesses in which it is engaged in all material respects.
The Company shall, and shall cause each Group Member to, conduct their respective businesses and operations separate and apart from those of any other Person (including the SemGroup Entities), except as provided in this Section 2.8.
None of the SemGroup Entities has taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units.
The sale and issuance of the Sponsor Units to Rose Rock Holdings and Rose Rock Midstream Corporation and the Incentive Distribution Rights and the General Partner Units to the General Partner are exempt from the registration requirements of the Securities Act and securities laws of any state having jurisdiction with respect thereto, and none of the SemGroup Entities has taken or will take any action that would cause the loss of such exemption.
The Company shall, and shall cause the members of the Partnership Group to, conduct their respective businesses and operations separate and apart from those of any other Person (including the SemGroup Entities), except the Company and/or one or more members of the Partnership Group, in accordance with this Section 2.07.
Failure by the company to comply with any of the obligations set forth above shall not affect the status of the Company as a separate legal entity, with its separate assets and separate liabilities or restrict or limit the Company from engaging or contracting with the SemGroup Entities for the provision of services or the purchase or sale of products, whether under the Omnibus Agreement or otherwise.
Except as described in the Registration Statement and the most recent Preliminary Prospectus, none of the SemGroup Entities is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against any of them or the Underwriters for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Units.
Each material contract between the Company or the Partnership, on the one hand, and any member of the SemGroup Entities, on the other hand, shall be in writing.
The SemGroup Entities carry or are entitled to the benefits of, and following the consummation of the Transactions and on the Closing Date and each settlement date the Partnership Entities will carry or be entitled to the benefits of, insurance relating to the Crude Oil Assets, with financially sound and reputable insurers, in such amounts and covering such risks as is commercially reasonable, and all such insurance is in full force and effect.
None of the SemGroup Entities has distributed and, prior to the later to occur of the Closing Date or any settlement date and completion of the distribution of the Units, will distribute any offering material in connection with the offering and sale of the Units other than any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus to which the Representative has consented in accordance with this Agreement, any other materials, if any, permitted by the Act, including Rule 134.