Examples of SE Southeast Pipeline in a sentence
Except as set forth on Schedule 4.14 and as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, to the Knowledge of SE Southeast Pipeline and MLP GP, Gulfstream has good and valid title to its property interests and the assets used or necessary to conduct the Business as presently conducted, free and clear of any Liens, except for Permitted Liens.
There are no legal actions before any Governmental Authority or lawsuits pending or, to the Knowledge of SE Southeast Pipeline and MLP GP, as applicable, threatened against it that would adversely affect its ability to perform its obligations under this Agreement, and there are no orders or unsatisfied judgments from any Governmental Authority binding upon it that would adversely affect its ability to perform its obligations under this Agreement.
To the Knowledge of SE Southeast Pipeline and MLP GP, Gulfstream possesses all material Permits necessary for it to own its assets and operate the Business as currently conducted and all such Permits are in full force and effect, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
To the Knowledge of SE Southeast Pipeline and MLP GP, Gulfstream has access to, owns or has the right to use pursuant to license, sublicense, agreement or otherwise all items of Intellectual Property required in the operation of the Business as presently conducted.
Except as set forth in Schedule 4.9, (a) there are no legal actions before any Governmental Authority or lawsuits pending or, to the Knowledge of SE Southeast Pipeline and MLP GP, threatened against Gulfstream other than lawsuits or actions which could not reasonably be expected to have a Material Adverse Effect, and (b) to the Knowledge of SE Southeast Pipeline and MLP GP, Gulfstream is not subject to any injunction, order or unsatisfied judgment from any Governmental Authority.
Responsibility for the payment of all state and local transfer, sales, use, stamp, registration or other similar Taxes resulting from the transactions contemplated by this Agreement shall be borne 50% by Spectra MLP, on one hand, and 50% by SE Southeast Pipeline and MLP GP, on the other hand, in proportion to their Relative Ownership Percentages.
SE Southeast Pipeline and MLP GP have made available to Spectra MLP true copies of all existing Organizational Documents of Gulfstream.
Except as disclosed on Schedule 4.6, to the Knowledge of SE Southeast Pipeline and MLP GP, from the Balance Sheet Date, (a) there has not been any Material Adverse Effect, (b) the Business has been conducted, in all material respects, only in the ordinary course consistent with past practices, and (c) there has been no damage, destruction or loss to the assets or properties of Gulfstream which could reasonably be expected to have a Material Adverse Effect.
The inclusion of any information in the Disclosure Schedule shall not be deemed to be an admission or acknowledgment by SE Southeast Pipeline or MLP GP, as applicable, in and of itself, that such information is material to or outside the ordinary course of the Business of Gulfstream or required to be disclosed on the Disclosure Schedule.
Upon consummation of the transactions contemplated by this Agreement, SE Southeast Pipeline and MLP GP will acquire good and valid title to all of the SESP Common Units and MLP GP General Partner Units, free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws or arising under the Spectra MLP Partnership Agreement.