FWOP definition
Examples of FWOP in a sentence
FWOP shall deliver to the Exchange Agent a record of all Units held by Exiting Partners, specifying the actual number of Common Units and Series B Preferred Units held by each such holder and the address shown on FWOP's books and records for each such holder.
FWOP shall give MergerLP prompt notice of any demands received by FWOP for the exercise of appraisal rights with respect to any Units and MergerCo shall have the right to participate in all negotiations and proceedings with respect to such demands.
Subject to the terms and conditions of this Agreement, at the Effective Time, FWOP and MergerLP shall consummate the Partnership Merger pursuant to which (a) FWOP shall be merged with and into MergerLP, (b) MergerLP shall be the successor or surviving partnership in the Partnership Merger and shall continue to be governed by the laws of the State of Delaware, and (c) the separate existence of FWOP shall cease.
Prior to making the Partnership Liquidating Distribution, FWOP shall have paid all accrued liabilities of the Company and the Company Subsidiaries, other than accounts payable and accrued expenses, incurred in each case, in the ordinary course of business and deducted from Net Working Capital (as defined in the Master Agreement), and other than any contingent liabilities and any liabilities referred to in Exhibit 4.14 or in Section 8.8 of the Master Agreement (the "Excluded Liabilities").
Assignor hereby assigns, sets over, transfers, grants and conveys unto Assignee all of Assignor's right, title and interest as holder of the Series A Common Units in FWOP (collectively, the "PARTNERSHIP INTEREST"), and Assignee hereby assumes the performance of all obligations to be performed by the Assignor from and after the date hereof pursuant to the First Amended and Restated Agreement of Limited Partnership of FWOP dated as of June 27, 1994, as amended.
Prior to making the Partnership Liquidating Distribution, FWOP shall have paid all amounts and taken any other actions required by Section 7.4 hereof, including the payment of retention bonuses, or any employment agreement, law or regulation to be taken in connection therewith.
FWOP shall not, except with the prior written consent of MergerCo or as required by law, make any payment with respect to, or settle or offer to settle, any such demands.
MergerCo, MergerLP, the Company, and FWOP desire to make certain representations, warranties, covenants and agreements in connection with the Transactions, and also to prescribe various conditions to the Transactions.
MergerCo, MergerLP, the Company and FWOP have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
Prior to making the Partnership Liquidating Distribution, FWOP shall have repaid the existing indebtedness and any other obligations or liabilities (e.g. attorneys' fees and premiums) under that certain Credit Agreement, dated May 19, 2000, between First Union National Bank and FWOP, and such indebtedness shall have been canceled and retired.