NUG definition
Examples of NUG in a sentence
The Net Termination Value shall be determined (a) as of the end of the most recent fiscal quarter ended on or prior to such date if such Hedging Agreement (or NUG Contract) was then outstanding or (b) as of the date such Hedging Agreement (or NUG Contract) is entered into if it is entered into after the end of such fiscal quarter.
All Tax Returns relating to Citizens, the NUG Subsidiaries and the Other Subsidiaries or their respective assets are true, correct and complete.
Seller and Citizens have made all capital contributions to Citizens or the NUG Subsidiaries required to be made by them, and there are no capital calls pending or contemplated with respect thereto.
Without limiting the foregoing, Seller shall use commercially reasonable efforts to secure any consent required under the financing agreements for such NUG Subsidiaries for such transfer, assignment or distribution.
Except as contemplated by this Agreement, there are no options, warrants, convertible securities or other rights relating to the issuance, sale, assignment or transfer of any membership, partnership or other equity or capital interest in Citizens, any NUG Subsidiary, or any Other Subsidiary.
Citizens shall be entitled to the following annual fee for the services under such agreement: (a) for the first two such Excluded NUG Transactions, $50,000 each; and (b) for the remaining six such Excluded NUG Transactions, $25,000 each.
Neither Seller, Citizens nor any NUG Subsidiary is a party to or subject to the provisions of any judgment, order, writ, injunction, decree or award of any Governmental Authority which may have a Material Adverse Effect, or may adversely affect the transactions contemplated hereby.
If necessary, consistent with the prior sentence, an election shall be included on Citizens', the NUG Subsidiaries' in which Citizens will have a 100% Retained Interest, and the Other Subsidiaries' partnership Tax Returns for the Tax year ending on (or including) the Closing Date to terminate any election previously made under Section 754 of the Code.
Furthermore, Seller shall cause Citizens to furnish to Buyer all such documents and copies of documents and records and information with respect to Citizens or the NUG Subsidiaries and copies of any working papers relating thereto as Buyer shall from time to time reasonably request.
Citizens and each NUG Subsidiary hold or are parties to all such Authorizations and are in material compliance with all such Authorizations, except for violations, if any, which individually or in the aggregate would not have a Material Adverse Effect.