Contemplated Legal Steps Sample Clauses

Contemplated Legal Steps. To avoid multiple state law conveyances of the MGR Interest, each Party entitled to receive an interest in the MGR Interest pursuant to this Section 2.4 agrees that WGRAH is instructed to convey such interests to each successive Party such that WGRAH will convey ownership of the MGR Interest directly to the Operating Partnership in a single state law conveyance, which shall accomplish the following discrete transfers: (a) WGRAH distributes the MGR Interest to WGR; (b) WGR contributes the MGR Interest to WGR Holdings; (c) WGR Holdings contributes an undivided interest in the MGR Interest to the General Partner where: (i) The undivided interest transferred by WGR Holdings to the General Partner is equal to 1.98% of “Net Equity”; and
Sample 1Sample 2
AutoNDA by SimpleDocs
Contemplated Legal Steps. To avoid multiple state law conveyances of the Interests, each Party entitled to receive an interest in the Interests pursuant to this Section 2.4 agrees that WGRAH is instructed to convey the Interests to each successive Party such that WGRAH will convey legal title to the Interests directly to the Operating Partnership in a single state law conveyance, which shall accomplish the following discrete transfers: (a) WGRAH distributes the Interests to AMH; (b) AMH contributes the Interests to the Partnership and receives the Cash Consideration and the Unit Consideration; (c) The Partnership conveys an undivided 0.01% interest in the Interests to Western Gas Operating; and (d) The Partnership and Western Gas Operating convey their undivided interests in the Interests to the Operating Partnership in exchange for increased capital accounts.
Sample 1
Contemplated Legal Steps. To avoid multiple state law conveyances of the System Assets and the Western Gas Wyoming Interest, each Party entitled to receive an interest in the System Assets and the Western Gas Wyoming Interest pursuant to this Section 2.7 agrees that WGRAH is instructed to convey such interests to each successive Party such that WGRAH will convey legal title to the System Assets and the Western Gas Wyoming Interest directly to the Operating Partnership in a single state law conveyance, which shall accomplish the following discrete transfers: (a) WGRAH distributes the System Assets and the Western Gas Wyoming Interest (collectively, the “Contributed Assets”) to WGR; (b) WGR contributes the Contributed Assets to WGR Holdings; (c) WGR Holdings contributes an undivided interest in the Contributed Assets to the General Partner where: (i) The undivided interest transferred by WGR Holdings to the General Partner is equal to 2% of “Net Equity”; and
Sample 1
Contemplated Legal Steps. To avoid multiple state law conveyances of the System Assets, each Party entitled to receive an interest in the System Assets pursuant to this Section 2.5 agrees that WGRAH is instructed to convey such interests to each successive Party such that WGRAH will convey legal title to the System Assets directly to the Operating Partnership in a single state law conveyance, which shall accomplish the following discrete transfers: (a) WGRAH distributes the System Assets (the “Contributed Assets”) to WGR; (b) WGR contributes the Contributed Assets to WGR Holdings; (c) WGR Holdings contributes an undivided interest in the Contributed Assets to the General Partner where: (i) The undivided interest transferred by WGR Holdings to the General Partner is equal to 1.98% of “Net Equity”; and
Sample 1
Contemplated Legal Steps. To avoid multiple state law conveyances of the System Assets and the Chipeta Interest, each Party entitled to receive an interest in the System Assets and the Chipeta Interest pursuant to this Section 2.7 agrees that AUM is instructed to convey such interests to each successive Party such that AUM will convey legal title to the System Assets and the Chipeta Interest directly to the Operating Partnership in a single state law conveyance, which shall accomplish the following discrete transfers: (a) AUM distributes the System Assets and the Chipeta Interest (collectively, the “Contributed Assets”) to WGRAH; (b) WGRAH distributes the Contributed Assets to WGR; (c) WGR contributes the Contributed Assets to WGR Holdings; (d) WGR Holdings contributes an undivided interest in the Contributed Assets to the General Partner where: (i) The undivided interest transferred by WGR Holdings to the General Partner is equal to 1.98% of “Net Equity”; and
Sample 1
Contemplated Legal Steps. To avoid multiple state law conveyances of the Subject Interest, each Party entitled to receive an interest in the Subject Interest pursuant to this Section 2.5 agrees that at Closing CMH is instructed to convey such Subject Interest or undivided interests therein to each successive Party pursuant to the Subject Interest Contribution Agreement such that CMH will convey ownership of the Subject Interest directly to CMP in a single state law conveyance, which shall accomplish the following discrete transfers: (a) Distribution by CMH of the Subject Interest to CH; (b) Contribution by CH of the Subject Interest to CGSH; (c) Contribution by CGSH of an undivided interest in the Subject Interest to GP. The undivided interest transferred by CGSH to GP shall be equal to a certain percentage change of the Subject Interest; (d) Contribution by CGSH and GP of respective undivided interests in the Subject Interest to the Partnership; (i) GP shall transfer the GP Subject Interest and shall receive an increased general partner capital account and the GP Consideration; (ii) CGSH shall transfer its undivided interest in the Subject Interest and shall receive the Cash Consideration and the Unit Consideration; and (e) Contribution by the Partnership of the Subject Interest to CMP.
Sample 1
Contemplated Legal Steps. To avoid multiple state law conveyances of the Interest, each Party entitled to receive an interest in the Interest pursuant to this Section 2.4 agrees that Contributing Party is instructed to convey the Interest to each successive Party such that Contributing Party will convey legal title to the Interest directly to the Operating Partnership in a single state law conveyance, which shall accomplish the following discrete transfers: (a) Contributing Party contributes the Interest to the Partnership and receives the Cash Consideration and the Unit Consideration; (b) The Partnership conveys an undivided 0.01% interest in the Interest to Western Gas Operating; and (c) The Partnership and Western Gas Operating convey their undivided interests in the Interest to the Operating Partnership in exchange for increased capital accounts.
Sample 1
AutoNDA by SimpleDocs

Related to Contemplated Legal Steps

  • Contemplated Transactions “Contemplated Transactions” shall mean the Merger and the other transactions contemplated by the Agreement.

  • Other Legal Actions The actions stipulated in this Integrity Pact are without prejudice to any other legal action that may follow in accordance with the provisions of the extant law in force relating to any civil or criminal proceedings.

  • No Legal Proceedings No suit, action or other legal or administrative proceedings before any court or other governmental agency shall be pending or threatened seeking to enjoin the consummation of the Transactions contemplated hereby.

  • Cooperate in Legal Proceedings Borrower shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.

  • Validity of Contemplated Transactions The execution, delivery and performance of this Agreement by Buyer, the execution, delivery and performance by Buyer of the Collateral Documents to which it is a party and the consummation of the Transactions do not and will not (a) contravene any provision of the organizational documents of Buyer, or (b) constitute a breach of, or result in a Default under, or cause the acceleration of any payments pursuant to, any agreement, contract, indenture, lease or mortgage to which Buyer is a party or by which either Buyer or its assets is bound, or violate any provision of any applicable Law, permit or license to which Buyer is subject, where any such breaches, Defaults or violations would materially impair the ability of Buyer to consummate and perform the Transactions.

  • No Legal Actions No court or governmental authority of competent jurisdiction shall have issued an order, not subsequently vacated, restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and no person shall have instituted an action or proceeding which shall not have been previously dismissed seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement or seeking damages with respect thereto.

  • No Legal Action No action or proceeding shall be pending or threatened by any Person to enjoin, restrict or prohibit any of the Transactions or the right of the Purchaser to conduct the Purchaser Business after Closing on substantially the same basis as heretofore conducted.

  • CONTROL; OWNERSHIP; LEGAL PROCEEDINGS The Applicant shall immediately notify the District and Comptroller’s office in writing of any actual or anticipated change in the control or ownership of the Applicant and of any legal or administrative investigations or proceedings initiated against the Applicant related to the project regardless of the jurisdiction from which such proceedings originate.

  • Other Transactions Nothing contained herein shall preclude the Agent or any other Lender from engaging in any transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.

  • The Transactions (a) Subject to the terms and conditions of the Program Documents, Buyer shall, with respect to the Committed Amount, and may in its sole discretion, with respect to the Uncommitted Amount, from time to time, enter into Transactions with an aggregate Purchase Price for all Purchased Assets acquired by Buyer and subject to outstanding Transactions at any one time not to exceed the Maximum Aggregate Purchase Price. Notwithstanding anything contained herein to the contrary, Buyer shall have the obligation to enter into Transactions with an aggregate outstanding Purchase Price of up to the Committed Amount and shall have no obligation to enter into Transactions with respect to the Uncommitted Amount; provided that Buyer shall provide Seller with at least ten (10) Business Days’ prior written notice before exercising its discretion to cease entering into Transactions with Seller for all or any portion of the Uncommitted Amount. Unless otherwise agreed to between Buyer and the Seller in writing, all purchases of Eligible Loans subject to outstanding Transactions at any one time shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up the Uncommitted Amount. Buyer shall not have the right, however, to terminate any Transactions with respect to the Uncommitted Amount after the Purchase Date until the related Repurchase Date. Unless otherwise agreed, with respect to any Loan other than a Wet-Ink Loan, the Seller shall request that Buyer enter into a Transaction with respect to any Purchased Asset by delivering to the indicated required parties (each, a “Required Recipient”) the required delivery items (each, a “Required Delivery Item”) set forth in the table below by the corresponding required delivery time (the “Required Delivery Time”):

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!