Carve-Out Transactions Sample Clauses

Carve-Out Transactions. Contemporaneously with and subject to the Closing, the Partnership, LGC, or an Affiliate of LGC, and LGO shall enter into a series of transactions pursuant to which LGC, or an Affiliate of LGC, will acquire the wholesale fuel supply to 78 locations leased by the Partnership to LGO in Pennsylvania and New York, as more particularly identified on Schedule 5.18 (the “Carve Out Sites”), and the fuel supply by the Partnership to the Carve Out Sites will be terminated (collectively, the “Carve Out Transaction”) for an aggregate purchase price and on terms approved by the Conflicts Committee of the Board of Directors of Lehigh GP. To effectuate the Carve Out Transaction, LGC will, or will cause its Affiliates to, enter into the following agreements, in each case in substantially the form presented to, and agreed by, CST and GP Buyer prior to the Closing Date and approved by the Conflicts Committee of the Board of Directors of Lehigh GP:

Carve-Out Transactions. (a) Prior to the expiration of the Third Milestone Period, AZ Parent shall not, and shall not permit any of its Subsidiaries to, enter into a Carve-Out Transaction unless:

Carve-Out Transactions. (a) Prior to the end of the Registration Study Milestone Period, Parent shall not, and shall not permit any of its Subsidiaries to, enter into a Carve-Out Transaction unless, prior to such Carve-Out Transaction, (x) Parent determines in good faith that, following such Carve-Out Transaction, the acquirer or other surviving entity, as applicable, is reasonably capable of making due and punctual payment of the Milestone Payments; and (y) the acquirer or other surviving entity, as applicable, expressly assumes in writing the due and punctual payment of such amounts if, as and when payable with respect to the CVRs and the performance of all of Parent’s and Purchaser’s obligations, duties and covenants under this Agreement, subject to the limitations expressly set forth herein.

Carve-Out Transactions. Prior to the Closing, Seller, Company and Purchaser, as applicable, shall take all such actions as are necessary and sufficient to effectuate the Carve-Out Transactions. It is understood and agreed that, pursuant to the BSI Transfer, Seller, Company, and Purchaser shall work in good faith to cause PNC Investment Company, LLC to become the ultimate beneficial owner of BSI’s U.S. retail brokerage accounts, and, as promptly as practicable following the date hereof, the Seller and the Purchaser shall engage with their respective clearing brokers and FINRA with respect to the proposed structuring and execution of the BSI Transfer, and, to the extent reasonably practicable, Seller and Purchaser shall implement any changes in respect of such proposed structuring as may be required or deemed advisable by such clearing brokers or FINRA. Seller, Company and the Purchaser shall undertake the matters contemplated by this Section 5.14 in a manner that does not, in any way prevent or impair in any material respect the consummation of the Transactions.

Carve-Out Transactions. The Carve-Out Transactions shall have been consummated.