LGP Clause Samples

LGP by no later than immediately before the Effective Time, shall cause all of the Splitco Liabilities to be assigned, directly or indirectly, to Splitco, and Splitco agrees to accept, assume, perform, discharge and fulfill all of the Splitco Liabilities in accordance with their respective terms.

LGP by no later than immediately before the Effective Time, shall cause all of its (or its Subsidiaries’) rights, title and interest in and to all of the Splitco Assets and Splitco Businesses to be contributed, distributed, assigned, transferred, conveyed and delivered, directly or indirectly, to Splitco, and Splitco agrees to accept or cause to be accepted all such rights, title and interest in and to all the Splitco Assets and Splitco Businesses. All Splitco Assets are being transferred on an “as is, where is” basis, without any warranty whatsoever on the part of LGP.

LGP. At the Closing, LGP will deliver or cause to be delivered to Splitco: (i) the Tax Sharing Agreement duly executed by an authorized officer of LGP; (ii) the Services Agreement duly executed by an authorized officer of LGP; (iii) the Facilities Sharing Agreement duly executed by an authorized officer of Liberty Global, Inc., a wholly-owned subsidiary of LGP (“LGI”); (iv) the Sublease duly executed by an authorized officer of LGI; (v) a secretary’s certificate certifying that the LGP Board has authorized the execution, delivery and performance by LGP of this Agreement, the Restructuring Agreements and the Other Agreements, which authorization will be in full force and effect at and as of the Closing; and (vi) such other documents and instruments as Splitco may reasonably request.

LGP. Realty GP owns a 0.1% general partner interest in and is the sole general partner of LGP Realty; such general partner interest has been duly authorized and validly issued in accordance with the LGP Realty Partnership Agreement; and LGP Realty GP owns such general partner interest free and clear of all Liens (a) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming LGP Realty GP as debtor is on file in the office of the Secretary of State of the State of Delaware or (b) otherwise known to us, other than those created by or arising under the Delaware LP Act.

LGP. The Consents to LGP.

LGP. Realty Holdings LP, a Delaware limited partnership, is hereby added as a party to the Agreement. Accordingly, the introductory paragraph of the Agreement is hereby amended and restated as follows: THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made this 30th day of November, 2012 (the “Effective Date”), by and between Dunmore Oil Company, Inc. and ▇▇▇▇ Oil Company, Inc. (individually and collectively, “Seller”), each a Pennsylvania corporation with an address of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Dunmore, PA 18512, on the one hand, and Lehigh Gas Partners LP and LGP Realty Holdings LP, as agent for and for the exclusive benefit of its permitted nominee, as provided in Section 14 below, or its permitted assigns (individually and collectively, “Buyer”), each a Delaware limited partnership with an address of ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 203, Allentown, PA 18101. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Jr. (“Covenantor”), an individual with an address at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, joins this Agreement pursuant to Section 18.

LGP for so long as it holds its Threshold Interest Amount, shall have the right to designate a representative to participate in any managerial meetings in which TPG or any of its Representatives participates if the Company’s, Intermediate Holdings’ or J. Crew’s annual budget, business and/or strategic plans is/are discussed.

LGP. GREEN EQUITY INVESTORS VII, L.P. GREEN EQUITY INVESTORS SIDE VII, L.P. DEIN INVESTMENT PTE. LTD. ARSENAL CAPITAL PARTNERS IV, LP ARSENAL CAPITAL PARTNERS V, LP NOVO HOLDINGS A/S

LGP. Operations owns a 99% limited partner interest in LGP Realty; such limited partner interests have been duly authorized and validly issued in accordance with LGP Realty’s Organizational Agreement, and are fully paid (to the extent required under the LGP Realty’s Organizational Agreement) and nonassessable (except as such nonassessability may be affected by the matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and such interests are owned free and clear of all Liens (a) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming LGP Operations as debtor is on file in the office of the Secretary of State of the State of Delaware or (b) otherwise known to us, other than those created by or arising under the Delaware LP Act.