New Partners definition
Examples of New Partners in a sentence
New Partners temporarily get a higher position on the Bolt Food Platform.
Contributions of the Partners; New Partners.....................................
Lender represents and warrants to New Partners and Existing Partners as of the date of this Agreement, that Lender has no actual direct knowledge that any of the acknowledgments, representations and warranties made by Borrower in paragraphs 7(a) and 7(b) above are not true and correct.
The New Partners hereby assume and agree to be bound by, and to pay and perform, all covenants, representations, warranties, and other obligations of the Existing Partners relating to or arising from the Loan and the Loan Documents (excluding the Original Guaranty and the Original Environmental Indemnity Agreement) to which they are a party.
The New Partners hereby adopt, ratify and confirm as of the origination date of the Loan all of the representations, warranties and covenants of the Existing Partners under the Loan Documents (excluding the Original Guaranty [defined hereinafter] and the Original Environmental Indmenity Agreement [defined hereinafter]) as if the New Partners were the Existing Partners named therein and jointly and severally assume all liability of the Existing Partners under the Loan Documents.
New Partners acknowledge and agree that the a breach of the acknowledgements, representations and warranties made by Borrower shall not in any way constitute a defense or give rise to any defense or right of offset, abatement, diminution or rescission as between Lender and New Partners.
Upon the dissolution of Holdings on the date hereof and in accordance with Section 12.4 of the Partnership Agreement, the New Partners Units (which, as a result of the Contributions and the Assumption pursuant to the Contribution Agreement, constitute the only remaining assets of Holdings) shall be distributed to the Partners (as defined in the Partnership Agreement) in accordance with Section 12.4 of the Partnership Agreement and the procedures set forth in Article III of the Simplification Agreement.
The Existing Partners and the New Partners have agreed that the Existing Partners shall transfer and assign 100% of their partnership interests in the Borrower to the New Partners.
Upon the admission of a New Partner pursuant to Section 5.05(a), the Percentage Interests shall be reallocated, with the New Partner receiving the Percentage Interest calculated in accordance with Section 4.02 that reflects, as determined by the General Partner in his sole discretion, the ratio of Current Value of the New Partner's contribution to the Net Value of the Partnership Assets, and with the Percentage Interests of each existing Partner being adjusted in accordance with Section 4.02.
The granting of such consent and the execution of this Agreement in no way obligates the Lender, the Servicer or any subsequent holder of the Note, to grant any future consents or waivers nor does it establish in any way a pattern or practice of dealing that the Borrower, the Existing Partners, the Existing Indemnitor, the New Partners and the New Indemnitors may rely upon in seeking any other consent or waiver.