Limited Partners' Covenants. Each Limited Partner covenants and --------------------------- agrees that all Offered Partnership Units tendered in accordance with the exercise of Rights shall be delivered free and clear of all Liens. Should any Liens exist or arise with respect to such Offered Partnership Units, neither the Assumers nor the Partnership shall be under any obligation to redeem or acquire the same unless, in connection therewith, the General Partner has elected to pay a portion of the Redemption Price in the form of the Cash Purchase Price in circumstances in which such Cash C-4 Purchase Price will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of the Cash Purchase Price. The Partnership and the Assumers are expressly authorized to apply such portion of the Cash Purchase Price as may be necessary to discharge such Lien in full. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Partnership Units to the Partnership or the Assumers, such Limited Partner shall assume and pay such transfer tax.
Appears in 2 contracts
Samples: Rights Terms (Weeks Corp), Rights Terms (Weeks Realty L P)
Limited Partners' Covenants. Each Limited Partner covenants and --------------------------- agrees that all Offered Partnership Units tendered in accordance with the exercise of Rights shall be delivered free and clear of all Liens. Should any Liens exist or arise with respect to such Offered Partnership Units, neither the Assumers nor the Partnership shall be under any obligation to redeem or acquire the same unless, in connection therewith, the General Partner has elected to pay a portion of the Redemption Price in the form of the Cash Purchase Price in circumstances in which such Cash C-4 Purchase Price will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of the Cash Purchase Price. The Partnership and the Assumers are expressly authorized to apply such portion of the Cash Purchase Price as may be necessary to discharge such Lien in full. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Partnership Units to the Partnership or the Assumers, such Limited Partner shall assume and pay such transfer tax.
Appears in 2 contracts
Samples: Weeks Corp, Weeks Corp
Limited Partners' Covenants. Each Limited Partner covenants and agrees --------------------------- agrees that all Offered Partnership Units tendered in accordance with the exercise of Rights shall be delivered free and clear of all Liens. Should any Liens exist or arise with respect to such Offered Partnership Units, neither the Assumers nor the Partnership shall be under any obligation to redeem or acquire the same unless, in connection therewith, the General Partner has elected to pay a portion of the Redemption Price in the form of the Cash Purchase Price in circumstances in which such Cash C-4 Purchase Price will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of the Cash Purchase Price. The Partnership and the Assumers are expressly authorized to apply such portion of the Cash Purchase Price as may be necessary to discharge such Lien in full. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Partnership Units to the Partnership or the Assumers, such Limited Partner shall assume and pay such transfer tax.
Appears in 2 contracts
Samples: Certain Contribution Agreement (Weeks Corp), Weeks Corp
Limited Partners' Covenants. Each Limited Partner covenants and --------------------------- agrees with the General Partner that all Offered Partnership Units tendered to the General Partner in accordance with the exercise of Rights herein provided shall be delivered to the General Partner free and clear of all Liens. Should Liens and should any Liens exist or arise with respect to such Offered Partnership Units, neither the Assumers nor the Partnership General Partner shall be under any no obligation to redeem or acquire the same unless, in connection therewithwith such acquisition, the General Partner has elected to pay a portion of the Redemption Price purchase price in the form of the Cash Purchase Price in circumstances in which where such Cash C-4 Purchase Price will be sufficient to cause such any existing Lien Liens to be discharged in full upon application of all or a part of the Cash Purchase Price. The Partnership Price and the Assumers are General Partner is expressly authorized to apply such portion of the Cash Purchase Price as may be necessary to satisfy any indebtedness in full and to discharge such Lien any Liens in full. Each The Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Partnership Units to the Partnership General Partner (or its designee), the Assumers, such Limited Partner shall assume and pay such transfer tax.
Appears in 1 contract
Samples: Cleveland Indians Baseball Co Inc
Limited Partners' Covenants. Each Limited Partner covenants and --------------------------- agrees that all --------------------------- Offered Partnership Units tendered in accordance with the exercise of Rights shall be delivered free and clear of all Liens. Should any Liens exist or arise with respect to such Offered Partnership Units, neither the Assumers nor the Partnership shall be under any obligation to redeem or acquire the same unless, in connection therewith, the General Partner has elected to pay a portion of the Redemption Price in the form of the Cash Purchase Price in circumstances in which such Cash C-4 Purchase Price will be sufficient to cause such existing Lien to be discharged in full upon application of all or a part of the Cash Purchase Price. The Partnership and the Assumers are expressly authorized to apply such portion of the Cash Purchase Price as may be necessary to discharge such Lien in full. Each Limited Partner further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Offered Partnership Units to the Partnership or the Assumers, such Limited Partner shall assume and pay such transfer tax.
Appears in 1 contract
Samples: Weeks Realty L P