Examples of SUG Parties in a sentence
Except as set forth on Schedule 4.21 of the ETE Disclosure Schedule, or as described in the SUG SEC Documents or the ETE SEC Reports, or as disclosed on applicable FERC filings, there are no assessments, contracts, transfers of assets, commitments or other transactions, that are not in the ordinary course of business, to, by or among the SUG Parties on the one hand and the ETE Parties on the other hand.
Other than with respect to Permits issued pursuant to or required under Environmental Laws that are the subject of Section 4.11, the SUG Parties have all Permits as are necessary to use, own and operate their assets in the manner such assets are currently used, owned and operated by the SUG Parties, except where the failure to have such Permits would not reasonably be expected to have an ETE Material Adverse Effect.
As of the Execution Date, to the Knowledge of ETE, none of the SUG Parties has received notice that any current supplier, shipper or customer intends to amend or discontinue a business relationship (including termination of an ETE Material Contract) with the SUG Parties that could reasonably be expected to generate revenues for the SUG Parties or pursuant to which the SUG Parties could reasonably be expected to incur costs, in either case of $10,000,000 or more in the aggregate.
To the Knowledge of ETE, no third party is infringing on the Intellectual Property owned by the SUG Parties.
Except for the fees payable to RBS Securities Inc., with respect to services provided to ETE, which shall be paid by ETE, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the ETE Parties or the SUG Parties.
No third party has asserted in writing delivered to the SUG Parties an unresolved claim that the SUG Parties are infringing on the Intellectual Property of such third party.
There are no claims (other than claims being contested in good faith through appropriate proceedings and for which adequate reserves have been made in accordance with GAAP) against any of the SUG Parties for any Taxes, and no assessment, deficiency or adjustment has been asserted or proposed in writing with respect to any Taxes or Tax Returns of or with respect to any of the SUG Parties.
The SUG Parties own or have the right to use pursuant to license, sublicense, agreement or otherwise all material items of Intellectual Property required in the operation of their business as presently conducted.
There are no agreements, arrangements or commitments obligating any Person to grant, deliver or sell, or cause to be granted, delivered or sold, the equity interests of the ETE Parties or the SUG Parties by sale, lease, license or otherwise, other than, or as contemplated by this Agreement.
All material Tax Returns required to be filed with respect to the SUG Parties have been filed and all such Tax Returns are complete and correct in all material respects and all material Taxes due and payable (whether or not shown on such Tax Returns) relating the SUG Parties have been paid in full.