GMPTS definition
Examples of GMPTS in a sentence
At any time, permit or suffer the failure or inability of any one (1) or more of (1) TG Partners Limited Partnership and/or ▇▇▇▇-Co Management, Inc.; (2) the General Motors Hourly-Rate Employees Pension Trust and/or the General Motors Salaried Employees Pension Trust, directly or indirectly (or a single "GMPTS Transferee," as such quoted term is defined in Borrower's Amended and Restated Agreement of Limited Partnership); and (3) TCI, to designate a majority of Borrower's partnership committee.
The Company and GMPTS each agrees that neither this Agreement nor any memorandum or notice hereof shall be recorded against any Exchange Property and GMPTS agrees not to file any notice of pendency or other instrument (other than a judgment) against the Exchange Properties or any portion thereof in connection herewith (except in the event GMPTS commences an action for specific performance of the Company's obligations hereunder).
At the Closing, GMPTS will receive good and marketable title to the Membership Interests, free and clear of any Encumbrances.
Such other documents as may be reasonably requested by GMPTS, provided such documents do not, in the Company's judgement, impose any material cost or liability upon the Company.
In the event of an alleged or threatened breach by GMPTS or any of its affiliates, advisors, or agents of any of the provisions of this Section 9.1.1, the Company or its successors or assigns may, in addition to all other rights or remedies existing in its favor, apply to any court of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violation of the provisions hereof.
Prior to the Closing, GMPTS shall use its good faith, commercially reasonable efforts to cause the Company to be fully and unconditionally released from any and all liabilities and obligations relating to or arising out of the indebtedness described on Exhibit B attached hereto (the "Exchange Debt").
GMPTS was one of the founders of the Company, has held its interest in the Company as an investment, and has advised the Company that it expects to obtain and hold the Exchange Properties for investment, subject to decisions in the ordinary course.
The parties hereto acknowledge and agree that GMPTS may suffer irreparable harm from a breach by the Company or any of its affiliates, advisors, or agents of any of the covenants or agreements contained herein.
At any time prior to Closing, the Company shall allow GMPTS or GMPTS's representatives access to the Exchange Properties upon reasonable prior notice at reasonable times provided such access does not interfere with the operation of the Exchange Properties or the rights of tenants, Anchor Parties, partners, or customers in any material respect.
In connection with the delivery of any units of partnership interest in the Company delivered pursuant to this Section 3.9, the Company shall deliver to GMPTS a written designation identifying GMPTS as a "Designated Offeree" under the Amended and Restated Continuing Offer, effective September 30, 1997, made by Taubman Centers, Inc., subject to the terms and conditions thereof and entitled to the benefits thereof as a Designated Offeree.