LGP Sample Clauses

LGP by no later than immediately before the Effective Time, shall cause all of its (or its Subsidiaries’) rights, title and interest in and to all of the Splitco Assets and Splitco Businesses to be contributed, distributed, assigned, transferred, conveyed and delivered, directly or indirectly, to Splitco, and Splitco agrees to accept or cause to be accepted all such rights, title and interest in and to all the Splitco Assets and Splitco Businesses. All Splitco Assets are being transferred on an “as is, where is” basis, without any warranty whatsoever on the part of LGP.

LGP. At the Closing, LGP will deliver or cause to be delivered to Splitco: (i) the Tax Sharing Agreement duly executed by an authorized officer of LGP; (ii) the Services Agreement duly executed by an authorized officer of LGP; (iii) the Facilities Sharing Agreement duly executed by an authorized officer of Liberty Global, Inc., a wholly-owned subsidiary of LGP (“LGI”); (iv) the Sublease duly executed by an authorized officer of LGI; (v) a secretary’s certificate certifying that the LGP Board has authorized the execution, delivery and performance by LGP of this Agreement, the Restructuring Agreements and the Other Agreements, which authorization will be in full force and effect at and as of the Closing; and (vi) such other documents and instruments as Splitco may reasonably request.

LGP by no later than immediately before the Effective Time, shall cause all of the Splitco Liabilities to be assigned, directly or indirectly, to Splitco, and Splitco agrees to accept, assume, perform, discharge and fulfill all of the Splitco Liabilities in accordance with their respective terms.

LGP. Realty GP owns a 0.1% general partner interest in and is the sole general partner of LGP Realty; such general partner interest has been duly authorized and validly issued in accordance with the LGP Realty Partnership Agreement; and LGP Realty GP owns such general partner interest free and clear of all Liens (a) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming LGP Realty GP as debtor is on file in the office of the Secretary of State of the State of Delaware or (b) otherwise known to us, other than those created by or arising under the Delaware LP Act.

LGP for so long as it holds its Threshold Interest Amount, shall have the right to designate a representative to participate in any managerial meetings in which TPG or any of its Representatives participates if the Company’s, Intermediate Holdings’ or J. Crew’s annual budget, business and/or strategic plans is/are discussed.

LGP. The Consents to LGP.

LGP. Realty Holdings LP, a Delaware limited partnership, is hereby added as a party to the Agreement. Accordingly, the introductory paragraph of the Agreement is hereby amended and restated as follows: THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made this 30th day of November, 2012 (the “Effective Date”), by and between Dunmore Oil Company, Inc. and XxXx Oil Company, Inc. (individually and collectively, “Seller”), each a Pennsylvania corporation with an address of 0000 Xxxxxx Xxxxxx, Dunmore, PA 18512, on the one hand, and Lehigh Gas Partners LP and LGP Realty Holdings LP, as agent for and for the exclusive benefit of its permitted nominee, as provided in Section 14 below, or its permitted assigns (individually and collectively, “Buyer”), each a Delaware limited partnership with an address of 000 Xxxxxxxx Xxxxxx, Suite 203, Allentown, PA 18101. Xxxxxx Xxxxxxx, Jr. (“Covenantor”), an individual with an address at 00 Xxxxxxx Xxxxx, Xxxxxx Xxxxxx, XX 00000, joins this Agreement pursuant to Section 18.

LGP. Software 1.1 Elekta has licensed to Buyer at no additional cost beyond the Contract Price, the LGP Software, to be utilized only for the purpose of planning dosages of treatments to be performed with the LGK. In case Buyer already had an existing Leksell Gamma Knife® Buyer may also retain one license to the old Leksell Gamma Plan® software for archival purposes. Such license is also subject to the license terms and conditions set out in this Exhibit D. Such license is for the use by Buyer and/or End User of the software at one (1) workstation. 1.2 End User shall not: (a) use LGP except in connection with the radiosurgical operations performed with the LGK at the Site; (b) make any modification to, adapt, translate, decompile, disassemble or create derivative works based on LGP or merge LGP into any other software; (c) reproduce LGP (or any portion thereof) or any materials related thereto except for one back-up copy made as part of End User’s regular computer software maintenance routines; (d) transfer, assign or sublicense LGP to any person except to an assignee of all of Buyer’s rights in this Agreement in a manner permitted by Section 8.1 of the Terms and Conditions; or (e) use LGP in connection with any access terminal other than the Hardware which has been specifically approved by Elekta in writing. 1.3 All right, title, interest and ownership of, in and to LGP, including but not limited to all trademarks, service marks, registrations, copyrights, and all other proprietary rights not expressly granted in this License, shall at all times remain the exclusive property of Elekta. Elekta shall retain all rights to LGP recorded on the original disk(s) and all subsequent copies of LGP, in whatever form recorded. 1.4 The term of Buyer’s license to LGP shall continue until the earlier of: (a) any sublicense, assignment or transfer or attempted sublicense, assignment or transfer by Buyer and/or End User of LGP without the consent of Elekta; (b) the transport, movement or attempted transport or movement by the Buyer and/or End User of LGP, or the Hardware on which LGP is installed, from the Site without prior written consent of Elekta; (c) any modification or adaptation of LGP for use with any equipment other than the LGK; (d) the use of LGP in connection with more than one access terminal unless Buyer and/or End User has obtained the written consent of Elekta to the use of more than one access terminal at the same time or in connection with any access terminal...

LGP. (so long as LGP and those of its Permitted Transferees that are controlled by LGP hold at least fifteen percent (15%) of the Membership Interests):

LGP. Rite Aid Corporation Xxxxxxx Xxxxx & Partners, L.P.