Examples of Company LP Agreement in a sentence
Notwithstanding the provisions of Sections 1 and 2 above, Assignee and Assignor expressly agree that: (a) the Assignor Obligations do not include the POPLP Retained Obligations (as such term is defined in the Contribution Agreement); (b) pursuant to the Contribution Agreement, POPLP has retained responsibility for the POPLP Retained Obligations; and (c) pursuant to the Company LP Agreement, PKY/GP and PKY/LP have agreed to be responsible for any of the POPLP Retained Obligations not paid by POPLP.
The execution and delivery of this Agreement and the Company LP Agreement by CPPIB, the performance by CPPIB of its obligations hereunder and thereunder and the consummation by CPPIB of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of CPPIB.
CPPIB is a corporation organized under the laws of Ontario, Canada and has all necessary organizational power and authority to enter into this Agreement and the Company LP Agreement, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Notwithstanding the foregoing, TIAA/SP shall not be deemed to be in breach of this Section 14.01(a) if it consummates any syndication or transfer permitted pursuant to the Company LP Agreement.
This Agreement and, at the Closing, the Company LP Agreement have been duly executed and delivered by CPPIB, and (assuming due authorization, execution and delivery by the other parties thereto) constitute legal, valid and binding obligations of CPPIB, enforceable against CPPIB in accordance with their respective terms.
No party may assign this Agreement or any part thereof or interest therein, directly or indirectly, without the prior written consent of all of the other parties, except as specifically permitted in this Agreement and except that each Purchasing Party may assign its rights hereunder to any permitted transferee of its partnership interest under the Company LP Agreement.
Holder is the sole record and beneficial owner of the Rollover Interests, free and clear of all Liens (other than those arising under the Holder’s Organizational Documents, if applicable, the Company LP Agreement, this Agreement or the restrictions on the right to sell or otherwise dispose of such shares imposed by state and federal securities laws).
Agent shall pay the operating expenses and other authorized expenses of the Buildings listed in the then current Approved Annual Budget provided to Agent by Owner, which such Approved Annual Budget shall be updated from time to time as provided in the [Amended Company LP Agreement] and provided to Agent as updated.
Neither Holder nor any of its, his or her Affiliates is a party to, or bound by, any Contract (other than the Company LP Agreement, this Agreement and the Purchase Agreement) relating to the sale, repurchase, assignment or other transfer of any shares of equity securities of [the Company] [any Blocker Company].
CPPIB has no contract, understanding, undertaking, agreement or arrangement of any kind with any person to sell, transfer or pledge to any person (other than a lender, as permitted by the Company LP Agreement) the CPPIB Partnership Interest or any part thereof, nor does such CPPIB have any plan to enter into any such agreement.