Examples of WPG LP in a sentence
Yale (“Yale”) was the Chief Financial Officer (“CFO”) of WPG and WPG L.P. at all relevant times.
This Agreement and all Ancillary Agreements may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by SPG, in its sole and absolute discretion, without the approval or consent of any other Person, including WPG or WPG LP.
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.
As soon as practicable after the Effective Time, WPG LP shall cause to be distributed to each SPG LP limited partner, in lieu of any fractional WPG LP Interest that such limited partner would have received in the SPG LP Distributions, such limited partner’s pro rata share of the WPG LP Redemption Amount, after deducting any Taxes required to be withheld and applicable transfer Taxes.
The foregoing sentence shall not apply to (A) sales, transfers, or dispositions of assets in the Ordinary Course of Business, (B) any cash paid to acquire assets from an unrelated Person in an arm’s-length transaction, (C) any assets transferred to a Person that is disregarded as an entity separate from the transferor for U.S. federal Income Tax purposes or (D) any mandatory or optional repayment (or pre-payment) of any indebtedness of WPG or WPG TRS (or any member of their respective SAGs or WPG LP).
All costs and expenses associated with such review will be borne by WPG LP upon receipt of invoices detailing the work performed by such accounting firm.
SPG shall prepare and file (or cause to be prepared and filed) all Combined Tax Returns and SPG LP shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided, that WPG LP shall reimburse SPG LP for any such Taxes that are WPG Taxes.
WPG and WPG LP shall notify SPG in writing at least sixty (60) days prior to taking any action (or failing to take any action) that would result in a breach of the covenants set forth in Section 9.01.
Neither SPG LP nor WPG LP will be required to pay any interest on the WPG LP Redemption Amount.
WPG LP and any other entity in which WPG LP has a direct or indirect interest shall use the “traditional method” (without “curative allocations”) under Treasury Regulations Section 1.704-3(b) for purposes of making allocations under Section 704(c) of the Code with respect to the RPT Contributed Properties.