GP Transfer definition
Examples of GP Transfer in a sentence
All conditions to GP Buyer’s obligation to close the GP Transfer under Section 5.1 of the Transfer Agreement shall have been satisfied or waived.
All conditions to GP Parent’s obligation to close the GP Transfer under Section 5.2 of the Transfer Agreement shall have been satisfied or waived.
Each of the Exchange, the GP Transfer, the IDR Purchase and the IPO shall have occurred, or substantially concurrently with the initial funding of the Loans on the Closing Date shall occur, in each case on terms and conditions consistent in all respects with the information set forth in the Registration Statement, and the Administrative Agent shall have received reasonably satisfactory evidence thereof.
All Transfer Taxes incurred in connection with the GP Transfer shall be paid by NSULC.
The closing of the GP Transfer (the “Transfer Closing”) will take place at the Closing Location at the Transfer Time on the Closing Date; provided, that all conditions to the Closings identified in ARTICLE 7 and ARTICLE 8 have been satisfied or waived by the party entitled to the benefit thereof (other than such conditions that by their nature cannot be satisfied until such Closing, but subject to the satisfaction or waiver of such conditions).
After a Buy/Sell Closing in which the members of the Cayuga Group are sellers, upon written request from Fleetwood, NPI shall cause the GP Interest to continue to be held by the General Partner so that, if Fleetwood so elects, NPI may transfer or cause to be transferred to Fleetwood or its designee the GP Stock at the GP Transfer Closing.
Notwithstanding anything to the contrary in the Merger Agreement or the GP Transfer Agreement, the covenants and agreements of the parties contained in this Agreement shall survive indefinitely.
In addition, subject to the terms of the immediately following paragraph, from and after the date of the GP Transfer Closing, Riverdale shall pay or cause to be paid to IFG an amount equal to one-hundred percent (100%) of each GP Payment received by the General Partner after the GP Transfer Closing, regardless of whether the General Partner is a member of the Icahn Group at the time any such GP Payment is received by the General Partner.
At the GP Transfer Closing, Insignia or its Affiliate will execute and deliver such documents as may be required by Riverdale to evidence the sale and transfer of Insignia's entire interest in the GP Interest or the GP Stock, as the case may be, to Riverdale or its designee, to be sold free and clear of all liens and encumbrances whatsoever, and Riverdale will pay the GP Purchase Price in immediately available funds.
To the extent of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Merger Agreement or the GP Transfer Agreement, the provisions of this Agreement shall control.