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 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. 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. 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. 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. The Consents to LGP.
LGP in its discretion, approves the new owner to lease the campsite, (b) LGP receives from the purchaser a security deposit in the amount then required under the Lease, (c) the Camper’s camping unit is either less than 20 years old or in a well- maintained and attractive condition, as determined by LGP, (d) Camper has signed his or her lease for the campsite on which the subject camping unit is located no less than 2 years prior to the proposed sale, and (e) all other requirements set forth in this section are satisfied by the camper. A Camper shall contact LGP’s Rental Agent (“rental agent”) before listing the unit for sale. In coordination with both buyer and seller, the Rental Agent will determine the date and time of the closing for the sale of the Camper’s camping unit. All sales of camping units, whether to a related or unrelated purchaser, shall be closed in the presence of a manager, rental agent or other individual authorized by LGP, and at such closing
A. The selling Camper must pay to LGP in cash or by certified check a transfer fee equal to ten percent (10%) of the gross sales price paid by the purchaser for the camping unit and any of the following located on the selling Camper’s campsite at the time of sale (to the extent transferred to the purchaser): boats, docks, golf carts, dishes, and other items of personalty of any name or nature and all improvements and additions to said campsite in the nature of realty;
B. The selling Camper must notify manager or rental agent of any offers and attest to the gross amount for the camping unit and personal item in sale. The sell and buyer will meet with the manager or rental agent for the final closure in exchanging monies to finalize the transfer. Manager or rental agent may reasonably request to substantiate the amount of such consideration. Buyer will sign a lease before occupying the camping unit.
LGP. XXXXXXX XXXXX & PARTNERS, L.P., a Delaware limited partnership
LGP and Splitco shall use commercially reasonable efforts to take all actions necessary or appropriate so that Awards that are outstanding immediately prior to the Effective Time are adjusted as set forth in this Section 2.3 and in accordance with the terms of the Splitco Transitional Plan.
