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Not a Regulated Entity. No Borrower is # an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; or # subject to regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Debt.

Contributed Entity Tax Filings. Crestwood shall be responsible for filing or causing to be filed with the Tax authorities any applicable Tax Returns of any Contributed Entity covering a taxable period ending before each Applicable Closing Date with respect to each Contributed Entity, including any U.S. federal income tax information return required to be filed by such Contributed Entity for such periods and shall pay all Taxes shown to be due and owing thereon. To the extent that such Tax Return is required to be filed after such Applicable Closing Date, Crestwood shall provide to CEGPS for its review a draft of any such Tax Return at least ten (10) days prior to the due date for such Tax Return. In the event that Crestwood is required by applicable Tax law to file a Tax Return with respect to a Contributed Entity for a Straddle Period, Crestwood will notify CEGPS of any such Tax Returns. Crestwood shall provide to CEGPS for its review a draft of any such Tax Return at least twenty (20) days prior to the due date for such Tax Return and Crestwood shall make such changes to the draft Tax Return as the CEGPS may reasonably request. The Parties shall cause Newco to promptly pay to Crestwood all such Taxes allocable to the period or portion thereof beginning on or after such Applicable Closing Date (if any), whether such Taxes arise out of the filing of an original return or a subsequent audit or assessment of Taxes. In the event that Newco is required by applicable Tax law to file a Tax Return with respect to Contributed Entity for a Straddle Period, Newco will notify Crestwood and CEGPS of any such Tax Returns. Newco shall provide to Crestwood and CEGPS for each of their review a draft of any such Tax Return at least twenty (20) days prior to the due date for such Tax Return and Newco shall make such changes to the draft Tax Return as Crestwood or CEGPS may reasonably request. The Parties shall cause Crestwood to promptly pay to Newco all such Taxes allocable to the period or portion thereof ending on the day prior to such Applicable Closing Date (if any), whether such Taxes arise out of the filing of an original return or a subsequent audit or assessment of Taxes; provided, however, that the foregoing payment obligation shall not apply to the extent that such Taxes are specifically identified and accounted for in the determination of Initial Closing Working Capital. In the case of assessments or subsequent audits of such Taxes for Pre-Closing Tax Periods (other than the portion of any Straddle Period included in the definition of “Pre-Closing Tax Period”), Crestwood shall control such assessments or subsequent audits and shall notify CEGPS in writing and keep CEGPS apprised of the status of same. Crestwood shall be entitled to all Tax credits and Tax refunds that relate to any Taxes allocable to any Tax period, or portion thereof, ending before each Applicable Closing Date. In the event that Newco or Crestwood makes any payment for which it is entitled to reimbursement under this Article VII, the applicable Party shall make such reimbursement promptly but in no event later than ten (10) days after the presentation of a statement setting forth the amount of reimbursement to which the presenting Party is entitled along with such supporting evidence as is reasonably necessary to calculate the amount of the reimbursement.

the failure of Borrower to maintain its status as a Single Purpose Entity;

Employment Status. This Agreement does not constitute a contract of employment or impose upon the Corporation any obligation to retain Executive as an employee, to change the status of Executive’s employment, or to change any employment policies of the

LEGAL STATUS. The Plan is a bonus program within the meaning of 29 C.F.R. § 2510.3-2(c), and therefore is not subject to the Employee Retirement Income Security Act of 1974, as amended.

Reporting Status. Until the date on which the Buyers shall have sold all of the Securities (the “Reporting Period”), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination.

Tax Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, the Company and its Subsidiaries each # has made or filed all United States federal, state and local income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, # has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and # has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will be either: # an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or # a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

Purchaser Status. At the time the Purchaser was offered the Shares, it was, and as of the date hereof it is, outside the United States or an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

Funding Status The Plan at all times will be entirely unfunded and no provision will be made with respect to segregating any assets of the Company for payment of any benefits Any Participant or Eligible Spouse will only have the rights of a general unsecured creditor of the Company with respect to any rights under the Plan The Company may choose to establish a separate trust (the "Trust"), and to contribute to the Trust from time to time assets that will be held therein, subject to the claims of the Company's creditors in the event of the Company's insolvency, until paid to Plan Participants and Surviving Spouses in such manner and at such times as specified in the Plan It is the intention of the Company that such Trust, if established, will constitute an unfunded arrangement, and will not affect the status of the Plan as an unfunded Plan The trustee of the Trust may invest the Trust assets, unless the Board, in its sole discretion, chooses either to instruct the trustee as to the investment of Trust assets or to appoint one or more investment managers to do so

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