GP Assets definition

GP Assets has the meaning assigned to such term in Section 6.1(d)(xiii).
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GP Assets means, collectively, all the rights and assets owned by GP or any of its Subsidiaries as of the close of business on the Distribution Date other than the NPDC Assets and the capital stock of NPDC, including without limitation:
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Examples of GP Assets in a sentence

  • The Purchaser Triggered GP Assets Call and the General Partner Triggered GP Assets Call are herein collectively referred to as the "GP Assets Call".

  • If Raleigh is successful in causing such Injunction to be vacated, dissolved or overturned on appeal or, if applicable, in obtaining any such requisite consents, Raleigh may, at any time within 90 days thereafter, elect to either (x) purchase the GP Assets in a Permitted Transaction or (y) not purchase the GP Assets.

  • Every decision of a majority in amount of stock of such quorum shall be valid as a corporate act, except in those specific instances in which a larger vote is required by law or by the articles of incorporation or by these bylaws.

  • In the event Raleigh elects to purchase such GP Assets, the General Partner shall be obligated to sell, and to cause A/J (and, if applicable, A/J L.P.) to sell, such GP Assets as provided herein.

  • In the case of the GP Assets Closing, the GP Assets Call Closing or the closing of a Permitted Transaction, (a) the General Partner shall also cause JMB to execute and deliver the Indemnification and Release Agreement and shall cause Xxxx Xxxxxx and Xxxx Xxxxx (the "JMB Principals") to execute and deliver a letter agreement in the form of Exhibit B to the Indemnification and Release Agreement and (b) Raleigh shall cause Xxxx X.

  • The clinic and staff will not be held liable for problems that develop.

  • The General Partner, A/J and, if applicable, A/J L.P. each hereby authorizes and directs the Partnership to transfer and assign to Raleigh and the Associate Limited Partner Assignees, as the case may be, all of its rights and interests in the GP Assets on the GP Assets Call Closing Date in accordance with the immediately preceding sentence.

  • The GP Assets Closing shall take place at the offices of Arvida/JMB Managers, Inc., a Delaware corporation, 000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000.

  • In the event that the associated limited partnership interest of A/J L.P. is not transferred to Raleigh pursuant to the immediately preceding sentence, the GP Assets Purchase Price shall be reduced by 10%.

  • ART Merchant hereby accepts such assignment of the Calpian III GP Assets for the benefit of Calpian as more specifically set forth herein.

Related to GP Assets

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Midstream Assets means (i) assets used primarily for gathering, transmission, storage, processing or treatment of natural gas, natural gas liquids or other hydrocarbons or carbon dioxide and (ii) equity interests of any Person that has no substantial assets other than assets referred to in clause (i).

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Contributed Interests has the meaning set forth in the recitals to this Agreement.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Partnership Property means any property, real, personal or mixed, or any interest therein or appurtenant thereto which may be owned or acquired by the Partnership.

  • Program Assets means any assets, goods or property (real, tangible or intangible) purchased or financed in whole or in part (directly or indirectly) by MCC Funding.

  • Admitted assets means the amount thereof as of the last day of the most recently concluded annual statement year, computed in accordance with rule 191—5.6(505,515,520).

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

  • Retained Assets has the meaning set forth in Section 2.2.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Subject Assets is defined in Section 2.2(c).

  • Company IT Assets means any and all computers, computer software, source code, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines and all other information technology systems and equipment, and all associated documentation owned by the Company or any of its Subsidiaries or licensed or leased to the Company or any of its Subsidiaries (excluding any public networks).

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Project Assets means all physical and other assets relating to (a) tangible assets such as civil works and equipment including foundations, embankments, pavements, road surface, interchanges, bridges, culverts, road over-bridges, drainage works, traffic signals, sign boards, kilometre-stones, [toll plaza(s)], electrical systems, communication systems, rest areas, relief centres, maintenance depots and administrative offices; and (b) Project Facilities situated on the Site;

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Purchased Assets has the meaning set forth in Section 2.1.