Examples of Inergy Sales in a sentence
For the avoidance of doubt, NRGY will be responsible for the preparation and filing of all Tax Returns for Inergy Sales, whether before or after the Contribution Closing.
Prior to the Contribution Closing, NRGY shall, and shall cause its Affiliates to, notify its insurance carriers of any claims or potential claims that, to the Knowledge of the Contributor Parties, (A) Inergy Sales has with respect to the Acquired Assets arising on or prior to the Contribution Closing Date or (B) the Propane Group Entities have with respect to incidents occurring on or prior to the Contribution Closing Date.
Each of NRGY and Inergy Sales is acquiring the Equity Consideration for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, other than the Spin-Off, or with any present intention of distributing or selling the Equity Consideration in violation of applicable state and federal securities Laws.
Each item of Registered Owned Intellectual Property (A) is subsisting and enforceable, (B) has not been adjudged invalid by any Governmental Authority and (C) is exclusively owned by Inergy Sales or a Propane Group Entity, free and clear of any Liens other than Permitted Liens and Liens created, arising under or securing the NRGY Credit Agreement.
Each of NRGY and Inergy Sales acknowledges and understands that (i) the acquisition of the Equity Consideration has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Suburban Common Units comprising the Equity Consideration will, upon their issuance to NRGY and Inergy Sales, be characterized as “restricted securities” under state and federal securities Laws.
Other than in connection with the Spin-Off, neither NRGY nor Inergy Sales is a party to any Contract or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to the Equity Consideration.
Each of NRGY and Inergy Sales agrees that the Suburban Common Units comprising the Equity Consideration may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws.
Each of NRGY and Inergy Sales is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act.
The Parties intend that the Inergy Sales Contribution shall be treated as (A) a contribution by Inergy Sales to Acquirer of a portion of the Acquired Assets in exchange for the Inergy Sales Equity Consideration in a transaction consistent with the requirements of Section 721(a) of the Code and (B) the sale by Inergy Sales to Acquirer of a portion of the Acquired Assets in exchange for the Inergy Sales Cash Consideration.
Inergy Propane, LLC Inergy Acquisition Company, LLC Inergy Sales & Service, Inc.