NRGM definition
Examples of NRGM in a sentence
Only actions, waivers or consents by NRGM or NRGM GP with the prior written consent of the Buyer Special Committee shall constitute an action, waiver or consent by either NRGM or NRGM GP as a party hereto, and the Buyer Special Committee shall be entitled to exercise all rights of the Inergy Parties under this Agreement.
The NRGM Entities maintain or are entitled to the benefits of insurance from reputable insurers covering their properties, operations, personnel and businesses against such losses and risks as are reasonably adequate to protect them and their businesses in a commercially reasonable manner.
No tax deficiency has been determined adversely to any of the NRGM Entities which has had (nor do any of the Partnership Entities have any notice or knowledge of any tax deficiency of the NRGM Entities which could reasonably be expected to be determined adversely to any of the NRGM Entities and which could reasonably be expected to have) a Material Adverse Effect.
Except for options granted pursuant to employee benefit plans, qualified unit option plans, or other employee compensation plans in effect as of the date of this Agreement, there are no outstanding options or warrants to purchase any capital stock, membership interests or partnership interests of any of the NRGM Entities.
None of the NRGM Entities is now, and after the offering, issuance and sale of the Units to be sold by the Partnership hereunder and the application of the net proceeds thereof as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds,” none of the NRGM Entities will be, an “investment company” or a company “controlled by” an “investment company,” each within the meaning of the Investment Company Act of 1940, as amended.
Ernst & Young LLP, which has certified the audited financial statements of the NRGM Entities contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus (and any amendment or supplement thereto), is an independent registered public accounting firm with respect to the NRGM Entities as required by the Securities Act, the applicable rules and regulations of the Commission thereunder and the rules and regulations of the Public Company Accounting Oversight Board (the “PCAOB”).
Notwithstanding any other provision of this Agreement, if (i) an NRGY Change of Control occurs, (ii) an NRGM Change of Control occurs or (iii) Inergy Holdings GP, LLC acquires MGP GP, LLC pursuant to the Membership Interest Purchase Agreement, then this Agreement, other than the provisions set forth in Article III hereof, may be terminated by the Partnership with 180 days’ prior written notice.
There has not occurred any adverse change, or any development involving a prospective adverse change, in the condition, financial or otherwise, general affairs, business, operations, prospects, properties, management, partners’ capital, stockholders’ equity, net worth or results of operations of the NRGM Entities, taken as a whole, in each case except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Thereafter, CMLP will merge into the NRGM Borrower (the “CMLP Acquisition”).
This Agreement shall be binding upon, and shall inure to the benefit of, the successors, assigns and persons controlling any of the entities bound hereby for so long as such successors, assigns or controlling persons are members of the NRGY Group or the NRGM Group or their successors and assigns.