CQP Entities definition
Examples of CQP Entities in a sentence
None of the CQP Entities is in default (with or without due notice or lapse of time or both) under any Material Agreement, which default could reasonably be expected to result in any material Liability, and to the Knowledge of CQP there have not been any, and no CQP Entity has received any, written notice of default of any CQP Entity under any Material Agreement in the 12 month period prior to the date hereof.
There are no material Liens with respect to Taxes upon any of the Properties of the CQP Entities, other than with respect to Taxes not yet due and payable.
None of the CQP Entities is now, and immediately after the sale of the Initial Purchased Units to be sold by CQP to the Purchaser hereunder will be, an “investment company” or a company “controlled by” an “investment company” within the meaning of the Investment Company Act of 1940, as amended.
Each of the CQP Entities has all limited liability company or limited partnership, as the case may be, power and authority necessary to own or lease its Properties currently owned or leased and to conduct its business as currently conducted, in each case in all material respects as described in the Covered CQP SEC Documents.
The CQP Entities have not granted any requests, agreements, consents or waivers to extend the statutory period of limitations applicable to the assessment of any Taxes.
All premiums due under the Insurance Policies that have been invoiced to the CQP Entities have been paid by the applicable due date.
The Purchaser and its Representatives have been furnished with materials relating to the business, finances and operations of the CQP Entities and relating to the offer and sale of the Purchased Units and the Conversion Units that have been requested by the Purchaser.
Assuming the accuracy of the representations and warranties of the Purchaser contained in this Agreement, the sale and issuance of the Purchased Units to the Purchaser pursuant to this Agreement is exempt from the registration requirements of the Securities Act, and none of the CQP Entities nor, to the Knowledge of CQP, any authorized agent acting on their behalf, has taken or will take any action hereafter that would cause the loss of such exemptions.
There are no ongoing material audits or examinations of any of the Tax Returns relating to or attributable to the CQP Entities, and no such material audit or examination is threatened in writing.
To the Knowledge of CQP, no Person is infringing, misappropriating, diluting or otherwise violating any rights in any Intellectual Property of the CQP Entities.