Examples of AHD GP in a sentence
APL hereby waives any rights that APL may have pursuant to Section 2.1 of the Omnibus Agreement dated, as of July 26, 2006, by and among AHD, AHD GP and APL in respect of any of the transactions contemplated by the AHD Transaction Agreement or in respect of the operation of any of the businesses or assets acquired thereby.
AHD and AHD GP shall each have performed in all material respects all obligations and complied in all material respects with all covenants required by this Agreement to be performed or complied with by it prior to the Closing.
AHD GP, in its capacity as general partner of AHD, has adopted on behalf of AHD, and Atlas, in its capacity as holder of a majority of AHD Common Units, has executed and delivered, concurrently with the execution of this Agreement, the Written Consent approving the adoption by AHD of, a new equity plan substantially in the form of Exhibit B (the “New AHD Equity Plan”), with the New AHD Equity Plan to be effective as of Closing (the “New AHD Equity Plan Adoption”).
Except for Citi, which served as financial advisor to the AHD Special Committee, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of AHD or AHD GP.
Atlas shall not exercise any of the rights granted or reserved to it in Section 7.10 with respect to D&O Insurance in a manner that would reasonably be expected to impair the ability of AHD, AHD GP and the AHD Indemnitees to recover AHD Losses from D&O Insurance.
At the Closing, concurrently with the consummation of the Sale, Atlas shall effect the AHD GP Contribution, pursuant to which Atlas shall contribute, transfer, convey, assign and deliver to AHD, and AHD shall acquire from Atlas, all of the equity interests in AHD GP.
Effective as of the Closing, the limited liability company agreement of AHD GP shall be amended and restated substantially in the form of Exhibit C.
AHD shall be solely responsible for the fees of Citi under any arrangement made by or on behalf of AHD or AHD GP.
No later than sixty (60) days after the Closing Date, AHD shall prepare and deliver to Atlas the proposed allocation of the total consideration paid by AHD to Atlas pursuant to this Agreement among the Purchased Assets, the Purchased Equity Interests and the AHD GP Contribution (the “Proposed Allocation”) for purposes of Section 1060 of the Code.
AHD GP, in its capacity as general partner of AHD, has approved, and Atlas, in its capacity as holder of a majority of AHD Common Units, has executed and delivered, concurrently with the execution of this Agreement, the Written Consent approving, the amendment and restatement of the AHD LPA substantially in the form of Exhibit A (the “Second Amended and Restated AHD LPA”), with the Second Amended and Restated AHD LPA to be effective as of the Closing (the “AHD LPA Amendment”).