Liquidity Put Notices Clause Samples

Liquidity Put Notices. (a) Subject to the further provisions of Section 4.2, the Holdco Parties shall on behalf of the Texas Acquisition Subsidiaries and the Georgia Acquisition Subsidiaries, as the case may be (and for the sole and exclusive benefit of the TW Parties only), administer, observe, comply with and perform, at the sole cost and expense of the Holdco Parties, any and all of the obligations of the Texas Acquisition Subsidiaries and the Georgia Acquisition Subsidiaries with respect to any Liquidity Put, including, without limitation, the preparation and dissemination of notices (each such notice a "Liquidity Put Notice") in respect of such Liquidity Put in accordance with the respective terms and provisions of the Texas Overall Agreement and the Georgia Overall Agreement, the calculation of the Put Price in respect of such Liquidity Put, the determination of the Liquidity Put Number and the payments of amounts necessary to acquire Units in respect of such Liquidity Put. (b) Without limiting SFEC's obligations under Section 4.2.1(a), or any party's obligations under Section 10.2 hereof, (i) each of the Acquisition Subsidiaries shall, and the Persons entitled to vote the Beneficial Shares shall cause each of them to, deliver all information within its possession relating to and in connection with any Liquidity Put to SFEC; and (ii) SFEC shall, not later than five Business Days prior to the date upon which any Liquidity Put Notice is, pursuant to the Texas Overall Agreement or the Georgia Overall Agreement, as applicable, required to be given to the applicable Unitholders, furnish to the TW Parties (a) the form of any such Liquidity Put Notice for its approval (which approval shall not be unreasonably withheld or delayed, provided that, if such Liquidity Put Notice is in the form of Exhibits 3.4(b) and 3.5(b) of the Texas Overall Agreement or the Georgia Overall Agreement, respectively, or if the TW Parties shall fail to approve or disapprove any Liquidity Put Notice within three Business Days following receipt thereof, then, in either case, such Liquidity Put Notice shall be deemed to have been approved by the TW Parties) and (b) copies of all other documents relating to such Liquidity Put Notice, including, without limitation, any information provided to SFEC by the Texas General Partner or the Georgia General Partner in respect thereof. All Liquidity Put Notices shall designate SFEC, acting on behalf of the Texas Acquisition Subsidiaries and the Georgia Acquisition Sub...