Examples of White Cliffs Pipeline in a sentence
White Cliffs Pipeline, L.L.C. (“White Cliffs”) is a Delaware limited liability company.
No proceeding is pending or, to the Contributing Parties’ Knowledge, threatened with respect to any alleged failure by SemCrude Pipeline or White Cliffs Pipeline to have any material Permit necessary for the operation of any of SemCrude Pipeline’s or White Cliffs Pipeline’s assets or the conduct of their respective businesses or to be in material compliance therewith.
Except as set forth in Disclosure Schedule 3.7 and as would not, individually or in the aggregate, have (or be reasonably expected to have) a Material Adverse Effect, SemCrude Pipeline and White Cliffs Pipeline each has good and valid title to its respective property interests and the assets used or necessary to conduct their respective businesses as presently conducted, free and clear of any Liens, except for any Permitted Liens.
Each such contract or agreement for SemCrude Pipeline or White Cliffs Pipeline shall be referred to herein as a “SEC Contract”.
None of the Contributing Parties or their Affiliates has entered (directly or indirectly) into any agreement with any Person that would obligate the Partnership Parties, SemCrude Pipeline or White Cliffs Pipeline to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement, the Contributing Parties Ancillary Documents or the transactions contemplated hereby or thereby.
None of the Partnership Parties have entered (directly or indirectly) into any agreement with any Person that would obligate any of the Contributing Parties, any of their Affiliates, SemCrude Pipeline or White Cliffs Pipeline to pay any commission, brokerage or “finder’s fee” or other fee in connection with this Agreement, the Partnership Ancillary Documents or the transactions contemplated hereby or thereby.
Notwithstanding anything to the contrary herein, any franchise Tax paid or payable with respect to SemCrude Pipeline or White Cliffs Pipeline shall be allocated to the taxable period during which the income, operations, assets or capital comprising the base of such Tax is measured, regardless of whether the right to do business for another taxable period is obtained by the payment of such franchise Tax.
The Parties agree that any indemnification or payment obligation under this Section 7.1(a) of the Contributing Parties relating to Tax Losses attributable to SemCrude Pipeline, White Cliffs Pipeline, or the Transferred Assets shall be limited to a proportionate share of such Tax Losses equal to the Partnership Parties’ Ownership Percentage.
None of the employees of the Contributing Parties or their Affiliates who provide exclusive or shared services to SemCrude Pipeline, White Cliffs Pipeline or with respect to their assets (collectively, the “Associated Employees”) are covered by a collective bargaining agreement.
Except as would not result in any liability to SemCrude Pipeline or White Cliffs Pipeline, there are no facts or circumstances that have resulted or would result in a claim against SemCrude Pipeline or White Cliffs Pipeline on behalf of an individual or a class in excess of $500,000 for unlawful discrimination, unpaid overtime or any other violation of state or federal Laws relating to employment of the Associated Employees or any claims relating to any liability under ERISA.