Examples of Seller GP in a sentence
The Seller OP Units that are owned by Seller General Partner immediately prior to the Effective Time (collectively, the "Seller GP Interest") shall, at the Effective Time, by virtue of the Partnership Merger and without any action on the part of Seller General Partner, be converted into a 1% general partnership interest in the Surviving Operating Partnership.
The execution and delivery of this Agreement and each Ancillary Agreement to which Seller is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Board of Directors of Seller GP, as the general partner of Seller.
The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Seller and the Seller GP and, except as contemplated by Section 2.4, no other action is necessary on the part of the Seller or the Seller GP for the execution, delivery and performance by the Seller (acting through the Seller GP) of this Agreement and the consummation of the transactions contemplated hereby.
Seller GP may assign its rights, but not its obligations, hereunder, without the Consent of any Party hereto to any Affiliate of Seller GP, any successor thereof and to any other person or entity which acquires all or substantially all of the assets of Seller GP.
Seller hereby indemnifies and holds Purchaser harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including reasonable attorneys’ fees) that may at any time be incurred by Purchaser, GP or Ground Lessee as a result of obligations of Seller, GP or Ground Lessee and/or acts, omissions or occurrences of Seller, GP or Ground Lessee, in each case which occur, accrue or arise prior to the Closing Date.
The Seller GP is an exempted company duly incorporated with limited liability and is validly existing and in good standing under the Laws of the Cayman Islands and has all requisite entity power and authority to carry on its business as it is now being conducted.
The Seller (acting through the Seller GP) has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and consummate the transactions contemplated hereby.
Whenever this Agreement requires the Seller or the Controlling Partnership to take, or not take, any action, such requirement shall be deemed to include an undertaking on the part of the Seller GP or the Controlling Partnership GP, as the case may be, to cause the Seller or the Partnership to take, or not take, such action.
The Seller GP, acting on behalf of the Cayman Seller, and the U.S. Seller, each have duly and validly executed and delivered this Agreement and, on or prior to the Closing, the Seller GP, acting on behalf of the Cayman Seller, and the U.S. Seller, as applicable, will have duly and validly executed and delivered the Ancillary Agreements.
Each of the Sellers and the Seller GP is duly licensed or qualified to do business in all jurisdictions where the nature of the property owned or leased by it, or the nature of the business conducted by it, makes such licensing or qualification necessary, except for such licensing or qualification the absence of which would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect.