CELP definition
Examples of CELP in a sentence
Purchaser does not have any voting agreement or similar arrangement with any of its members, members of CEGP or any third party granting such party (a) the right to vote or otherwise exercise control over any portion of the Acquired Interests or (b) by which such Person is granting rights to vote any Membership Interest in CEGP or any Common Units in CELP.
CELP owns, directly or indirectly, all of the Equity Securities of each Subsidiary free and clear of any Encumbrances, other than Permitted Encumbrances with respect to the Equity Securities of Regional, and all of the issued and outstanding Equity Securities of each Subsidiary is validly issued and is fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase Equity Securities.
As of their respective dates, the CELP SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, as in effect at the time of filing and none of the CELP SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
Regional has good and valid (and, in the case of Owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Owned Real Property and personal property and other assets reflected in the financial statements included in the CELP SEC Reports, or acquired after the latest CELP SEC Reports, other than properties and assets sold or otherwise disposed of in the Ordinary Course of Business since the latest CELP SEC Reports.
CELP Units - The amount determined in accordance with paragraph 1 shall be allocated first to the CELP Units based on the daily volume weighted average bid prices for the Common Units as then reported in the “Pink Sheets” published by Pink OTC Markets, Inc.
SECTION 3.1 As the surviving entity in its merger with CMCC and as a Subsidiary Guarantor, CELP hereby agrees to assume all the obligations of CMCC.
CELP has not received, since the date of the latest audited financial statements included in the CELP SEC Reports, a written notice of a claim or otherwise has any Knowledge that the Intellectual Property Rights owned or used by the any of Seller Entities violate or infringe upon the rights of any Person.
The Purchaser has not, and to the Knowledge of Purchaser, no one acting on its behalf has (a) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of the Common Units in order to facilitate the sale or resale of the CELP Units or Common Units, or (b) sold, bid for, purchased or paid any compensation for soliciting purchases of any Common Units.
There are no Cumulative Common Unit Arrearages, as such term is defined in the CELP Partnership Agreement, due and owing to limited partners of CELP.
In accordance with, and subject to, the terms and conditions of this Agreement, at the Closing (a) Purchaser shall purchase from CEGP, and CEGP shall sell and issue to Purchaser the CEGP Interest, free and clear of all Encumbrances, and admit Purchaser as a member of CEGP, and (b) Purchaser shall purchase from CELP, and CELP shall sell and issue to Purchaser the CELP Units, free and clear of all Encumbrances.