Examples of WPG Group in a sentence
SPG’s disclosure controls and procedures and internal control over financial reporting (as each is contemplated by the Exchange Act) are currently applicable to the WPG Group insofar as the members of the WPG Group are Subsidiaries of SPG.
WPG shall not make, and shall not permit any member of the WPG Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification, against SPG or any other member of the SPG Group, or any other Person released pursuant to Section 4.1(a), with respect to any Liabilities released pursuant to Section 4.1(a).
SPG hereby waives compliance by each and every member of the WPG Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the SPG Assets to any member of the SPG Group.
WPG will cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement or in any Ancillary Agreement to be performed by any member of the WPG Group.
WPG, WPG LP and each member of the WPG Group hereby waives compliance by each and every member of the SPG Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the WPG Assets to any member of the WPG Group.
The applicable members of the WPG Group shall accept, assume and agree faithfully to perform, discharge and fulfill all of the WPG Liabilities in accordance with their respective terms.
In the event that WPG or any other member of the WPG Group seeks to terminate substantially all of the Property Management Agreements and Property Development Agreements (taken together as a whole), WPG shall notify SPG LP and the Parties shall thereafter consult with each other to determine whether any SPG employees shall become WPG employees in connection with such termination.
SPG shall not make, and shall not permit any other member of the SPG Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against WPG or any other member of the WPG Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).
WPG shall assume responsibility for compliance with the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the WPG Welfare Plans, with respect to any WPG Group Employees or any of their covered dependents who incur a qualifying event or loss of coverage under the WPG Welfare Plans after the Effective Time.
To the extent that the SPG Group or the WPG Group is allocated more than its pro rata portion of such premium due to the timing of losses submitted to SPG’s insurance carrier(s), the other party shall promptly pay the first party an amount so that each Group has been properly allocated its pro rata portion of the reinstatement premium.