Examples of GP Purchase Price in a sentence
The GP Purchase Price will be payable at the Closing by the transfer by GenPar to the Seller of the Series A GP Shares (as defined below).
The GP Purchase Price shall be computed and certified by the Partnership's independent public accountants.
At the Closing, Parent shall issue and deliver to XX Xxxxxxx, 12,320 Parent Common Units in the aggregate (the “GP Purchase Price”), with such Parent Common Units comprising the GP Purchase Price allocated to the XX Xxxxxxx as set forth on Section 2.1(c) of the Partnership Disclosure Schedule.
As a result, for U.S. federal income Tax purposes the GP Purchase will be treated as a contribution of all of the assets of Partnership GP to Parent in exchange for the GP Purchase Price, the cash received in lieu of fractional Parent Common Units and the assumption of liabilities.
Any payments made to any Party pursuant to Article XII shall constitute an adjustment of the Xxxxxx Contribution Consideration, the Redemption Purchase Price or the Marlin GP Purchase Price, as applicable, for Tax purposes and shall be treated as such by the Parties on their Tax Returns to the extent permitted by Law.
In the event that the outstanding Parent Common Units shall have been changed into a different number of units or a different class after the date of this Agreement by reason of any subdivisions, reclassifications, splits, unit distributions, combinations or exchanges of Parent Common Units, the GP Purchase Price will be correspondingly adjusted to provide to the XX Xxxxxxx the same economic effect as contemplated by this Agreement prior to such event.
In reliance upon the representations and warranties of Seller and Partners contained herein, and on the terms and conditions hereinafter set forth, NOD hereby agrees to purchase the Transferred GP Interests from ASCOA for the GP Purchase Price set forth in Article III hereof.
Such closing shall be held substantially in accordance with, and subject to, Sections 5 (except for the first sentence of Section 5(a)) and 14 hereof, except that the purchase price payable to the General Partner, A/J and, if applicable, A/J L.P. shall be the applicable percentage of the GP Purchase Price (i.e., 100% or 80%, as the case may be) determined in accordance with this Section 7(a) plus the assignment of 100% of the Raleigh Net Worth Note.
The Company and its subsidiaries shall have received aggregate net proceeds from one or more financing transactions equal to the sum of the GP Purchase Price and the LP Purchase Price and such refinancings of the existing indebtedness of the Company and its subsidiaries (or waivers or amendments of the terms thereof) as are necessary to permit the consummation of the transactions contemplated hereby, in each case on terms reasonably satisfactory to the Company.
Following the annual performance evaluation process, the Employee‟s Performance Appraisal File will be purged of material, except performance appraisals, that is older than one year unless there is an ongoing investigation, pending litigation, or it is determined to be in the best interest of the Department to maintain the file longer.