Examples of GP Buyer in a sentence
Specifically, the LP Buyer agrees to purchase the Limited Partner Interest from CRI-II, and CRI-II agrees to sell the Limited Partner Interest to the LP Buyer, and the GP Buyer agrees to purchase the General Partner Interest from the General Partner, and the General Partner agrees to sell the General Partner Interest to the GP Buyer.
Except (a) for the CST Bank Waiver or (b) as would not reasonably be expected to have a Buyer Material Adverse Effect, CST and GP Buyer’s execution and delivery of this Agreement or the other Transaction Documents to which CST or GP Buyer is party or performance of their respective obligations hereunder or thereunder, does not and will not require the consent, approval, waiver or authorization of, or filing, registration or qualification with, any Person by CST or GP Buyer.
At or prior to the Closing, the other Transaction Documents to which CST or GP Buyer is party will be duly executed and delivered by CST or GP Buyer, as applicable, and will constitute CST’s or GP Buyer’s valid and binding obligation enforceable against CST or GP Buyer in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions.
GP Buyer is an “accredited investor” as such term is defined in Regulation D under the Securities Act.
All consents, waivers, authorizations and approvals set forth on Schedule 2.3 (No Conflict or Violation) and Schedule 2.4 (Consents and Approvals) shall have been duly obtained, shall contain terms reasonably satisfactory to GP Buyer and shall be in full force and effect on the Closing Date and copies thereof shall have been provided to GP Buyer at Closing.
CST and GP Buyer have made available to LGC true and complete copies of the Organizational Documents of CST and GP Buyer, as in effect on the Execution Date.
LGC shall bear all Taxes of Lehigh GP (whether or not reflected on Lehigh GP’s Return) for the portion of any Straddle Period ending on the Closing Date, and CST and GP Buyer shall bear all Taxes of Lehigh GP (whether or not reflected on Lehigh GP’s Return) for the portion of any Straddle Period beginning on the day after the Closing Date.
Since the date hereof there shall not have occurred and be continuing a GP Material Adverse Effect or a Partnership Material Adverse Effect and CST and GP Buyer shall have received a certificate, dated as of the Closing Date, of an executive officer of LGC certifying that to the Knowledge of LGC no GP Material Adverse Effect or Partnership Material Adverse Effect has occurred and is continuing.
In acquiring the Membership Interests, GP Buyer is not offering or selling, and shall not offer or sell, the Membership Interests, in connection with any distribution of any of such Membership Interests, and GP Buyer has no participation, and shall not participate, in any such undertaking or in any underwriting of such an undertaking, in all cases except in compliance with applicable federal and state securities Laws.
Except as set forth in the preceding sentence, CST and GP Buyer shall cause Lehigh GP to allocate to IDR Buyer income of the Partnership allocated with respect to the Incentive Distributions following the Closing Date.