UNEV Pipeline definition
Examples of UNEV Pipeline in a sentence
The Parties acknowledge and agree that, notwithstanding anything in this Agreement to the contrary, the terms and provisions of the Option Agreement, dated January 31, 2008, among ▇▇▇▇▇, ▇▇▇▇▇ UNEV Pipeline Company, Navajo Pipeline, ▇▇▇▇▇ GP, the General Partner, the Partnership, OLP GP and the Operating Partnership remain in full force and effect.
Notwithstanding anything to the contrary in this Agreement, prior to the earlier of the Closing or the Termination Option Closing, ▇▇▇▇▇ UNEV shall have the right to sell a portion of the ▇▇▇▇▇ UNEV Interests in an amount equal to up to thirty percent (30%) of all outstanding membership interests in UNEV Pipeline after first obtaining HEP-Operating’s prior written consent to such sale, which consent shall not be unreasonably withheld, conditioned or delayed.
The Parties previously entered into that certain Option Agreement, dated as of January 31, 2008, as amended by that certain First Amendment to Option Agreement, dated as of February 11, 2010 (collectively, the “Option Agreement”), pursuant to which HEP UNEV granted to HEP-Operating an irrevocable option to purchase all the equity interests owned by HEP UNEV in UNEV Pipeline, LLC, a Delaware limited liability company, upon the terms and conditions set forth in the Option Agreement.
The UNEV Membership Interests have been duly authorized and validly issued in accordance with Applicable Laws and the UNEV Pipeline LLC Agreement and are fully paid (to the extent required by the UNEV Pipeline LLC Agreement) and nonassessable (except to the extent such nonassessability may be affected by Sections 18-607 and 18-804 of DLLCA).
The Company and UNEV Pipeline will be included in the Texas franchise tax combined group report filed by (i) Seller or an Affiliate of Seller for the period up to the Effective Time and (ii) Buyer or an Affiliate of Buyer for the period beginning with the Effective Time.
HEP UNEV is the owner of 75% of all of the issued and outstanding membership interests in UNEV Pipeline (as defined below).
Except as set forth on Seller Disclosure Schedule 4.17, and other than the Construction Contracts and Transportation Agreements, there are no material Contracts relating to the activities currently conducted by UNEV Pipeline with respect to the Pipeline, or by which the Company, UNEV Pipeline or the Pipeline are bound.
Except as disclosed in Seller Disclosure Schedule 4.12, UNEV Pipeline owns, leases or has the legal right to use all the properties and assets used by UNEV Pipeline in the operation of its business, in each case subject to no Encumbrances, except Permitted Encumbrances.
Except as set forth in Seller Disclosure Schedule 4.12, UNEV Pipeline owns the Pipeline free and clear of all Encumbrances other than Permitted Encumbrances.
Except as set forth in Seller Disclosure Schedule 4.13, each Permit is in full force and effect, and UNEV Pipeline is in compliance with all of its obligations with respect thereto.