IDR Buyer definition
Examples of IDR Buyer in a sentence
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.
IDR Buyer (including to the Knowledge of CST any Person for whom such IDR Buyer will hold the IDRs) is an Eligible Holder (as that term is defined in the Partnership Agreement).
No broker, investment banker, financial advisor or other Person, other xxxx Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the fees and expenses of which will be borne by IDR Buyer), is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or any of the transactions contemplated by this Agreement based upon arrangements made by or on behalf of CST or IDR Buyer.
Upon the filing of Tax Returns in connection with Transfer Taxes, IDR Buyer shall provide the IDR Sellers with evidence satisfactory to the IDR Sellers that such Transfer Taxes have been filed and paid.
Other than this Agreement, there are no outstanding options, warrants or similar rights to purchase or acquire from the IDR Sellers or IDR Holders any of the IDRs. Other than the IDRs being indirectly conveyed to IDR Buyer pursuant to the terms of this Agreement, no other IDRs have been issued by the Partnership to any Person.
CST and the IDR Buyer agree to immediately notify the IDR Sellers if any member of the IDR Buyer Group receives any indications of interest, requests for information or offers in respect of an IDR Competing Transaction and will communicate to the IDR Sellers in reasonable detail the terms of any such indication, request or offer.
Since the date hereof there shall not have occurred and be continuing a Seller Material Adverse Effect and CST and IDR Buyer shall have received a certificate, dated as of the Closing Date, of a trustee of each of the IDR Sellers certifying that to the Knowledge of the IDR Sellers no Seller Material Adverse Effect has occurred and is continuing.
As of the Closing Date, the execution and delivery of such other Transaction Documents and the performance by CST and IDR Buyer of their obligations thereunder will have been duly authorized by the Boards of Directors of CST and IDR Buyer, as applicable, and no other proceedings on the part of CST or IDR Buyer will be necessary to authorize such execution, delivery and performance.
This Agreement has been duly executed and delivered by CST and IDR Buyer and constitutes CST’s and IDR Buyer’s valid and binding obligation enforceable against CST and IDR Buyer in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions.
The execution and delivery of this Agreement and the performance by CST and IDR Buyer of their obligations hereunder have been duly authorized by the Boards of Directors of CST and IDR Buyer, as applicable, and no other proceedings on the part of CST or IDR Buyer are necessary to authorize such execution, delivery and performance.