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:
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. 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. (11) The Consents to LGP.
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. GREEN EQUITY INVESTORS VII, L.P. By: GEI Capital VII, LLC, its general partner By: Name: Xxxxx Xxxxxxxxx Title: Senior Vice President GREEN EQUITY INVESTORS SIDE VII, L.P. By: GEI Capital VII, LLC, its general partner By: Name: Xxxxx Xxxxxxxxx Title: Senior Vice President LGP ASSOCIATES VII-A LLC By: Peridot Coinvest Manager LLC, its manager By: Name: Xxxxx Xxxxxxxxx Title: Senior Vice President LGP ASSOCIATES VII-B LLC By: Peridot Coinvest Manager LLC, its manager By: Name: Xxxxx Xxxxxxxxx Title: Senior Vice President Notices: c/o Xxxxxxx Xxxxx & Partners, L.P. 00000 Xxxxx Xxxxxx Xxxxxxxxx, Suite 2000 Los Angeles, California 90025 Attention: Xxxxx Xxxxxxxxx; Xxxxx Xxxx Facsimile: (000) 000-0000 with a copy to: Xxxxxx & Xxxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxx, Esq. Xxxx Xxxxxxxxxxxx, Esq. Facsimile: (000) 000-0000 Minority Investors: DEIN INVESTMENT PTE. LTD. By: Name: Title: Notices: c/o GIC Private Equity 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxx Xxxxxxxxx; Xxxx Xxxxxx Email: xxxxxxxxxxxxx@xxx.xxx.xx; xxxxxxxxxx@xxx.xxx.xx with a copy to: Dechert LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Attn: Xxxx X. Xxxxxxxxxxx, Esq.; Xxxxxxxx Xxx, Esq. Email: xxxx.xxxxxxxxxxx@xxxxxxx.xxx; xxxxxxxx.xxx@xxxxxxx.xxx ARSENAL CAPITAL PARTNERS IV, LP By: Arsenal Capital Investment IV LP, its general partner By: Arsenal Capital Group LLC, its general partner By: Name: Title: ARSENAL CAPITAL PARTNERS IV-B, LP By: Arsenal Capital Investment IV LP, its general partner By: Arsenal Capital Group LLC, its general partner By: Name: Title: ARSENAL CAPITAL PARTNERS V, LP By: Arsenal Capital Investment V LP, its general partner By: Arsenal Capital Group LLC, its general partner By: Name: Title: ARSENAL CAPITAL PARTNERS V-B, LP By: Arsenal Capital Investment V LP, its general partner By: Arsenal Capital Group LLC, its general partner By: Name: Title: ACP WCG CO-INVEST 1-2020 LLC By: Arsenal Capital Investment WCG 2020 LLC, its manager By: Name: Title: ACP WCG CO-INVEST 2-2020 LP By: Arsenal Capital Investment WCG 2020 LLC, its general partner By: Name: Title: ACP WCG CO-INVEST 3-2020 LP By: Arsenal Capital Investment WCG 2020 LLC, its general partner By: Name: Title: ACP WCG CO-INVEST 4-2020 LP By: Arsenal Capital Investment WCG 2020 LLC, its general partner By: Name: Title: Notices: Arsenal Capital Partners 000 Xxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx XxXxxx Xxxxxx Xxxxxxx Email: xxxxxxx@xxxxxxxxxxx...
LGP. LGANT, LB, LGA, LGAT, WALGA and MAV (as appropriate), will request a meeting to be held at its office or if required a telephone appointment between the Contractor and LGP, LGANT, LB, LGA, LGAT, WALGA and MAV Contract Manager/s to discuss the nil Sales Returns.
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
