Purchase of Partnership Interests. The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests; provided that, except as permitted pursuant to Section 4.9 or approved by the Conflicts Committee, the General Partner may not cause any Group Member to purchase Subordinated Units during the Subordination Period. As long as any Partnership Interests are held by any Group Member, such Partnership Interests shall not be entitled to any vote and shall not be considered to be Outstanding.
Purchase of Partnership Interests. At the Closing described in Article 4, (i) Oilfields LP Holdings, Inc., a subsidiary of ERP, will purchase from LP, and LP will sell to Oilfields LP Holdings, Inc., all the limited partner interests in the Limited Partnership, and (ii) Oilfields GP Holdings, Inc., a subsidiary of ERP, will purchase from MBO, and MBO will sell to Oilfields GP Holdings, Inc., all the general partner interests in the Limited Partnership.
Purchase of Partnership Interests. At the Closing:
Purchase of Partnership Interests. On and subject to the --------------------------------- terms and conditions set forth in this Agreement, on the Closing Date, the Purchaser shall purchase from the Seller, and the Seller shall sell and transfer to the Purchaser, all of the Partnership Interests owned by such Seller as such ownership is set forth on the Schedule of Partners attached hereto, free and -------------------- clear of any Liens (other than those under the Partnership Agreement or the Delaware Revised Uniform Limited Partnership Act), and the Purchaser shall purchase from the Seller, and the Seller shall sell and transfer to the Purchaser, all of the Shares owned by such Seller as such ownership is set forth on the Schedule of Shares, free and clear of any Liens. Attached as the ------------------ Estimated Purchase Price Schedule is a good faith estimate, using the Operating --------------------------------- Company's available financial information, of the Net Equity as of the close of business on June 30, 1999 (such estimate in the amount of $21,837,690 is referred to as the "Estimated Net Equity"). --------------------
Purchase of Partnership Interests. On the Closing Date (as defined below), Buyer agrees to purchase from each of the Sellers, and each of the Sellers agrees to sell to Buyer, the outstanding partnerships interests specified below: Name of Seller Partnership Interest in Check Solutions -------------- --------------------------------------- CCCT All of CCCT's general partnership interest in Check Solutions (the "CCCT INTEREST"); IPSS All of IPSS' general partnership interest in Check Solutions (the "IPSS INTEREST");
Purchase of Partnership Interests. Any purchase by a Partner of another Partner's interest in the Partnership pursuant to Section 12.4 shall be deemed to include the purchase of all of such other Partner's Extraordinary Capital Loans, Capital Loans, Additional Contributions, Priority Contributions and all related interest thereon and accruals thereof, if any.
Purchase of Partnership Interests. (a) On the date hereof (the “Closing Date”), PAG shall purchase from the Sellers, and the Sellers shall sell to PAG, free and clear of all liens, claims, security interests, restrictions, and encumbrances whatsoever (other than as set forth in the Amended Partnership Agreement, as amended and restated from time to time), a portion of the GE Interest owned by the Sellers equal to a 9% limited partner’s Partnership Interest (the “Purchased Interests”). The Purchased Interests will consist of a portion of GECCT’s limited partner’s Partnership Interest, equal to a 0.97% limited partner’s Partnership Interest, and a portion of Logistics’ limited partner’s Partnership Interest, equal to an 8.03% limited partner’s Partnership Interest. Notwithstanding anything to the contrary contained in the Existing Partnership Agreement, the effective time and date of the purchase and sale contemplated hereby shall be close of the Partnership’s business on June 28, 2008 (the “Effective Time”). As of the Effective Time, the GE Partners will collectively have a 51% Partnership Interest, and the Penske Partners will collectively have a 49% Partnership Interest. The aggregate purchase price for the Purchased Interests shall be $219,000,000 payable in cash by wire transfer of immediately available funds to the Sellers to an account or accounts designated by the Sellers in writing. The Purchased Interests shall be purchased by PAG from the Sellers, and the purchase price therefor shall be allocated to the Sellers in the following manner: $23,608,200, or 10.78% of the total purchase price, to GECCT, and the remainder, $195,391,800, or 89.22% of the total purchase price, to Logistics.
(b) On the Closing Date:
(i) The Sellers shall deliver to PAG (A) a duly executed and acknowledged written Assignment Agreement (as defined below), transferring to PAG all right, title and interest in and to the Purchased Interests, and (B) cash, representing interest on the purchase price from the Closing Date to the Effective Time (the “Interest Due”), in an aggregate amount equal to $60,833 by wire transfer of immediately available funds to the account or accounts designated by PAG in writing. GECCT will pay $6,558, or 10.78%, of the Interest Due and Logistics will pay $54,275, or 89.22%, of the Interest Due.
(ii) PAG shall deliver to the Sellers (A) a duly executed and acknowledged Assignment Agreement, and (B) cash in an aggregate amount equal to $219,000,000 by wire transfer of immediately availabl...
Purchase of Partnership Interests. Upon the terms and subject to the conditions of this Agreement and in accordance with the terms of the Settlement Agreement, the Partnership hereby agrees to acquire and to redeem in full from CCK all of CCK's Partnership Interests in the Partnership (199 Partnership Interests); and CCK agrees to assign, sell, transfer, convey, and deliver unto the Partnership all of its Partnership Interests in the Partnership, which, upon delivery, shall be redeemed in full and terminated.
Purchase of Partnership Interests. As described in the Offering Memorandum dated November 14, 1996 (page 45) for the offering of debt securities to finance the Rose Hills acquisition, Executive and one other officer of the Company will be provided with an opportunity to purchase up to an aggregate of $500,000 of securities from Blackstone Capital Partners II Merchant Banking Fund L.P. and/or its affiliates ("Blackstone"). Such securities will consist of limited partnership interests in the partnership which owns RH Holdings common stock. Such offer will be made on or before January 15, 1997 and will be open for 10 days thereafter.
Purchase of Partnership Interests
