Examples of Tejas Companies in a sentence
Except as disclosed on Schedule 4.12, there are no Proceedings pending or, to the Knowledge of Seller, threatened against any Tejas Company or any properties of any Tejas Company which would have a Material Adverse Effect on the Tejas Companies or materially impair Seller's ability to effect the Closing.
If, during the term of any confidentiality agreement entered into by Seller or its Affiliates relating to the purchase and sale of the Tejas Companies any party thereto breaches such confidentiality agreement, Seller will upon Buyer's written request and at Buyer's expense, use Reasonable Efforts to enforce such agreement.
Buyer shall, (a) within 90 days after the Closing Date, remove the Retained Marks from the assets of the Tejas Companies, including signage on the real and personal property of the Tejas Companies and (b) within two weeks after the Closing Date, return or destroy all other assets of the Tejas Companies that contain any Retained Marks that are not removable.
Buyer shall preserve and keep all books and records (other than Tax Records which are addressed in Section 11.5) relating to the business or operations of the Tejas Companies on or before the Closing Date in Buyer's possession for a period of at least seven (7) years from the Closing Date.
Notwithstanding the foregoing provisions of this Article 11 or any other provision in this Agreement to the contrary, Buyer and Seller acknowledge and agree that Buyer will include in its Tax Returns all gains and losses from the ordinary business operations of the Tejas Companies from and after the Effective Date but specifically excluding all gains or losses arising from or related to the consummation of the transactions contemplated by this Agreement.
Retained Marks will appear on some of the assets of the Tejas Companies, including on signage throughout the real property and pipeline rights of way of the Tejas Companies, and on supplies, materials, stationery, brochures, advertising materials, manuals and similar consumable items of the Tejas Companies.
Seller shall have obtained a release of any Encumbrance on the equity interests of the Tejas Companies other than those listed in Schedule 9.5.
Each such insurance policy will terminate at Closing with respect to the Tejas Companies.
Schedule 4.13(c) contains a true and correct list of all leased real property (but not including leases relating to pipeline rights-of-way, licenses, land use agreements or similar agreements) that is held by the Tejas Companies under valid, binding and enforceable leases involving annual payments by the Tejas Companies in excess of $1,000,000 (collectively, the "Leases").
Buyer, the Tejas Companies and Seller shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding (each a "Tax Proceeding") with respect to Taxes.