Common use of PURCHASE AND SALE OF CLASS A COMMON UNITS Clause in Contracts

PURCHASE AND SALE OF CLASS A COMMON UNITS. 1.1 SALE AND ISSUANCE OF CLASS A COMMON UNITS. (a) Upon the terms and subject to the conditions set forth herein, the Investor hereby subscribes for and agrees to purchase at the Closing (as defined in Section 1.2), and the Company does hereby agree to sell to the Investor and deliver to WPMP on behalf of the Investor that number of Class A Common Units set forth opposite the Investor's name on the signature page hereto for the total consideration set forth opposite the Investor's name on the signature page hereto (the "EQUITY CONTRIBUTION"). (b) It is understood and agreed that the Co-Investment contemplated by this Agreement is separate from and independent of the partnership agreements governing the U.S. Equity Group, and that accordingly, (i) the Investor shall not (A) be obligated to pay any management fees or incentive compensation to WPMP in respect of the Class A Common Units or (B) participate in any transaction with or share any fees payable to WPMP as general partner of each of the U.S. Equity Group members, or to the limited partners of the U.S. Equity Group in respect of the U.S. Equity Group' investment in the Company; and (ii) the Investor and the U.S. Equity Group will each bear its own expenses in connection with the co-investment contemplated by this Agreement.

PURCHASE AND SALE OF CLASS A COMMON UNITS. 1.1 SALE AND ISSUANCE OF CLASS A COMMON UNITS. (a) Upon the terms and subject to the conditions set forth herein, the Investor hereby subscribes for and agrees to purchase at the Closing (as defined in Section 1.2), and the Company does hereby agree to sell to the Investor and deliver to WPMP on behalf of the Investor that number of Class A Common Units set forth opposite the Investor's name on the signature page hereto for the total consideration set forth opposite the Investor's name on the signature page hereto (the "EQUITY CONTRIBUTION"). (b) It is understood and agreed that the Co-Investment contemplated by this Agreement is separate from and independent of the partnership agreements governing the U.S. Equity Group, and that accordingly, (i) the Investor shall not (A) be obligated to pay any management fees or incentive compensation to WPMP in respect of the Class A Common Units or (B) participate in any transaction with or share any fees payable to WPMP as general partner of each of the U.S. Equity Group members, or to the limited partners of the U.S. Equity Group in respect of the U.S. Equity Group' investment in the Company; and (ii) the Investor and the U.S. Equity Group will each bear its own expenses in connection with the co-co- investment contemplated by this Agreement.

PURCHASE AND SALE OF CLASS A COMMON UNITS. 1.1 SALE AND ISSUANCE OF CLASS Sale and Issuance of Class A COMMON UNITSCommon Units. (a) Upon the terms and subject to the conditions set forth herein, the Investor hereby subscribes for and agrees to purchase at the Closing (as defined in Section 1.2), and the Company does hereby agree to sell to the Investor and deliver to WPMP on behalf of the Investor that number of Class A Common Units set forth opposite the Investor's name on the signature page hereto for the total consideration set forth opposite the Investor's name on the signature page hereto (the "EQUITY CONTRIBUTIONEquity Contribution"). (b) It is understood and agreed that the Co-Investment contemplated by this Agreement is separate from and independent of the partnership agreements governing the U.S. Equity Group, and that accordingly, (i) the Investor shall not (A) be obligated to pay any management fees or incentive compensation to WPMP in respect of the Class A Common Units or (B) participate in any transaction with or share any fees payable to WPMP as general partner of each of the U.S. Equity Group members, or to the limited partners of the U.S. Equity Group in respect of the U.S. Equity Group' investment in the Company; and (ii) the Investor and the U.S. Equity Group will each bear its own expenses in connection with the co-investment contemplated by this Agreement.