GNW definition
Examples of GNW in a sentence
GNW shall indemnify and hold the Manager harmless from all costs and expenses reasonably incurred by it, or relating to legal action against it as Manager, including reasonable counsel fees and disbursements, except only such costs and expenses incurred by the Manager as a result of its gross negligence willful misconduct or breach of the terms of this Agreement or the Operating Agreement.
The Investors have, collectively and on the date hereof, contributed an aggregate of $10 million to GNW, and such funds are collected and on deposit at KSH Investment Group, Inc.
Prior to the execution and delivery of this Agreement the Investors have formed GNW under the laws of the State of Delaware.
The provisions of this Section 4.2(b) will continue to apply in the event the Investors exchange the Equity of GNW for shares of Series E.
The Manager's exclusive right to vote the Bonds and/or other securities, is absolute and irrevocable for so long as the Bonds and/or other securities are owned by GNW (the Bonds and Securities shall cease to be owned by GNW if transferred to the Investors in accordance with Section 2.3 hereof.
The proceeds of such sale, if carried out by GNW or the Investor are referred to as the "Section 2.3 Proceeds." The Investors shall be entitled to withdraw the Section 2.3 Proceeds at any time after the same arise, except for the Manager's Portion, as hereinafter defined, which shall be promptly paid to the Manager.
The term "Equity of GNW" means the 100% interest in GNW held by the Investors.
Except as expressly set forth herein, the Investors shall not be entitled to withdraw their capital contributions from GNW.
The Investors and GNW have entered into an Operating Agreement a copy of which is annexed hereto as Exhibit 1.
The sole business purpose of GNW is to purchase Bonds and hold the same and any securities and/or other property received by it on account of the Bonds, and to dispose of the Bonds and any securities and/or other property received by it on account of the Bonds as expressly set forth herein.