TMLP definition
Examples of TMLP in a sentence
The Unitholders hereby authorize TMLP and WMLP to publish and disclose in any announcement or disclosure required by the SEC and in the Proxy/Prospectus the Unitholder’s identity and ownership of the Covered Units and the nature of the Unitholders’ obligations under this Agreement.
Nothing contained in this Agreement shall be deemed to vest in TMLP or WMLP any direct or indirect ownership or incidence of ownership of or with respect to any Covered Units.
Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, with the exception of those rights conferred to the TMLP Board and TMLP Conflicts Committee and the WMLP Conflicts Committee in Section 13.
TMLP, WMLP, and the Unitholders have caused to be executed or executed this Agreement as of the date first written above.
All rights, ownership and economic benefit relating to the Covered Units shall remain vested in and belong to the Unitholders, and TMLP and WMLP shall have no authority to direct the Unitholders in the voting or disposition of any of the Covered Units, except as otherwise provided herein.
Whenever a determination, decision, approval, waiver, consent or notice of WMLP or TMLP is permitted or required pursuant to this Agreement, such determination, decision, approval, waiver, consent or notice must be authorized by the WMLP Conflicts Committee, in the case of WMLP, or the TMLP Board and the TLMP Conflicts Committee, in the case of TMLP.
This Agreement, the Merger Agreement (including any exhibits thereto), the WMLP Disclosure Letter, the TMLP Disclosure Letter and the Confidentiality Agreement between, inter alia, TMLP and WMLP dated as of May 1, 2017 constitute the entire agreement and supersede all other prior agreements, understandings, representations and warranties both written and oral, among the parties, with respect to the subject matter hereof.
In rendering such opinion, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP shall be entitled to receive and rely upon customary representations, warranties and covenants of officers of the TMLP Parties and the WMLP Parties and any of their respective affiliates as to such matters as such counsel may reasonably request.
The TMLP Parties do not have outstanding any bonds, debentures, notes or other obligations the holders of which have the right to vote (or are convertible into or exercisable for securities having the right to vote) with the unitholders of TMLP on any matter.
To the extent that amounts are so withheld by TMLP, the Surviving Entity or the Exchange Agent, as the case may be, such withheld amounts (a) shall be timely remitted by TMLP, the Surviving Entity or the Exchange Agent, as applicable, to the applicable Governmental Entity, and (b) shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such withholding was made.