Examples of TA Purchaser in a sentence
No present or future partner, director, officer, shareholder, direct or indirect owner, employee, advisor, agent, attorney, asset manager or subasset manager of any TA Party or TA Purchaser shall have any personal liability, directly or indirectly under or in connection with this Agreement or any agreement made or entered into under or in connection with the provisions of this Agreement, or any amendment or amendments to any of the foregoing made at any time or times, heretofore or hereafter.
Notwithstanding the foregoing, TA Purchaser may assign this Agreement in whole or in part to any wholly-owned subsidiary of any TA Party or it may designate any wholly-owned subsidiary of any TA Party to acquire all or any portion of any Property under this Agreement; provided, however, no such assignment or designation shall relieve TA Purchaser of any of its liabilities or obligations hereunder.
The Closing shall occur at 10:00 A.M. (Eastern Standard Time) on the Closing Date through an escrow with all documents and funds delivered to Title Company to be released pursuant to written escrow instructions consistent with this Agreement from HPT Sellers and TA Purchaser.
Accordingly, there shall be no prorations between HPT Sellers and TA Purchaser under this Agreement, and the applicable TA Parties shall be responsible for all such costs and expenses related to each Property before and after the Closing, other than prorations of rent and additional rent under the TA/Petro Leases which shall be adjusted to account for the partial month during which Closing occurs.
The purchase price to be paid by TA Purchaser to HPT Sellers for the Properties shall be the Purchase Price, and no portion of the Purchase Price is allocated to personal property.
To such HPT Party’s actual knowledge, such HPT Party has not entered into any material agreements affecting the Travel Centers that would be binding upon TA Purchaser from and after the Closing, other than the TA/Petro Leases and matters of record.
Each TA Purchaser acknowledges that the information being provided to it in connection with the Transactions is subject to the terms of a confidentiality agreement between TA Associates Management, L.P. and Seller, dated as of October 17, 2018 (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference.
To such HPT Party’s actual knowledge, such HPT Party has not entered into any material agreements affecting the Travel Centers that would be binding upon TA Purchaser from and after the Closing, other than the TA Leases and matters of record.
The Closing shall occur at 10:00 A.M. (Eastern Standard Time) on the Closing Date through an escrow with all documents and funds delivered to Title Company to be released pursuant to written escrow instructions consistent with this Agreement from HPT Seller and TA Purchaser.
Accordingly, there shall be no prorations between HPT Seller and TA Purchaser under this Agreement, and the applicable TA Parties shall be responsible for all such costs and expenses related to each Property before and after the Closing, other than prorations of rent and additional rent under the TA Leases which shall be adjusted to account for the partial month during which Closing occurs.