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 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. At the Closing, LGP will deliver or cause to be delivered to Splitco:
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. (11) The Consents to LGP.
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. 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 XxXx Oil Company, Inc. (individually and collectively, “Seller”), each a Pennsylvania corporation with an address of 0000 Xxxxxx Xxxxxx, 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 000 Xxxxxxxx Xxxxxx, Suite 203, Allentown, PA 18101. Xxxxxx Xxxxxxx, Jr. (“Covenantor”), an individual with an address at 00 Xxxxxxx Xxxxx, Xxxxxx Xxxxxx, XX 00000, joins this Agreement pursuant to Section 18.
LGP. GREEN LTF HOLDINGS II LP By: Peridot Coinvest Manager LLC, its general partner By: Xxxxxxx Xxxxx & Partners, L.P., its manager By: LGP Management, Inc., its general partner By: /s/ J. Xxxxxxxxx Xxxxxxxx Name: J. Xxxxxxxxx Xxxxxxxx Title: LGP ASSOCIATES VI-A LLC By: /s/ J. Xxxxxxxxx Xxxxxxxx Name: J. Xxxxxxxxx Xxxxxxxx Title: LGP ASSOCIATES VI-B LLC By: /s/ J. Xxxxxxxxx Xxxxxxxx Name: J. Xxxxxxxxx Xxxxxxxx Title: LNK: LNK Partners III, L.P. LNK GenPar III, L.P. its general partner LNK MGP III, LLC its general partner By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President LNK Partners III (Parallel), L.P. LNK GenPar III, L.P. its general partner LNK MGP III, LLC its general partner By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President LNK Life Time Fund, L.P. LNK Life Time GenPar, L.P. its general partner LNK MGP III, LLC its general partner By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: President TRS: Teacher Retirement System of Texas By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Managing Director MSD: MSD EIV Private Life Time, LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President MSD Life Time Investments, LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President LifeCo: LifeCo LLC By: /s/ Xxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Manager PG: Partners Group Series Access II, LLC, Series 61 By: Partners Group US Management II LLC, its manager By: /s/ Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx Title: Authorized Signatories Partners Group Private Equity (Master Fund), LLC By: Partners Group (USA) Inc., its member and investment manager, By: Partners Group AG, under power of attorney By: /s/ Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx Title: Authorized Signatories Partners Group Access 83 PF LP by its general partner, Partners Group Management (Scots) LLP By: /s/ Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx Title: Authorized Signatories Partners Group Private Equity II, LLC By: Partners Group US Management II LLC, its manager By: Partners Group AG, under power of attorney By: /s/ Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx Name: Xxxxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx Title: Authorized Signatories [Signature Page to Third Amended and Restated Stockholders Agreement] JSS LTF: JSS LTF Holdings Limited Colwood Investment Holdings Inc. as sole directors By: /s/ Xxxx Xxxxxx /s/ Xxxxxx Xxxxxxxx Name: Xxxx Xxxxxx Xxxxxx Xxxxxxxx Title: Director Directo...
LGP. DICOM RT License DICOM RT provides an exclusive possibility to share treatment information with any DICOM RT compatible system. It includes: IMPORT of DICOM RT STRUCT allows displaying any user-defined region/volume created on a DICOM RT system. Volumes can be target volumes, organ at risks, isodoses or any other region of interest defined by the user. EXPORT of treatment data via DICOM RT STRUCT and DICOM RT DOSE allows sharing information with any compatible systems to perform dose comparison or dose addition.
LGP. Software