Examples of HdC Parent in a sentence
Subject to and conditioned upon the occurrence of the Closing on or prior to the Closing Date, each Seller hereby waives (and shall cause its Affiliates to waive) any right to purchase the HdC Interests or otherwise exercise any rights under the limited partnership agreement of HdC Parent in a manner inconsistent with the consummation of the transactions contemplated by this Agreement including, without limitation, any so-called "ROFO", "tag-along" or "put" rights.
Notwithstanding the foregoing, Purchaser shall so designate an Affiliate of Purchaser to take title to the GP Interest so that HdC Parent will continue to be a limited partnership with at least two partners following the Closing.
The Offering Circular together with the related Offering Circular Supplement.
If to HdC Parent or Sellers: KSL II Management Operations, LLC 50-000 Xxxxxxx Xxxxxxxx Xx Xxxxxx, Xxxxxxxxxx 00000 Attn: Exxx Xxxxxxx Nxxx Xxxx, Esq.
Immediately prior to Closing, KSL and KSL Management may dissolve KSL DC Operating, LLC and cause the equity interests of such entity in HdC Parent, KSL North Beach Development GP, LLC and KSL DC Development, LLC to be transferred pro rata to KSL DC Corporation and to a newly-formed limited liability company which shall be an Affiliate of Replacement Manager ("KSL Newco").
In such event, all references herein to KSL Management shall be deemed to refer to KSL Newco and any reference to the HdC Interest of KSL Management shall be deemed to refer to KSL Newco's equity interest in HdC Parent, KSL North Beach GP, LLC and KSL DC Development, LLC.
Subject to and conditioned upon the occurrence of the closing under the CNL Agreement on or prior to the Closing Date, CNL has waived any right to purchase the HdC Interests or otherwise exercise any rights under the HdC Parent Agreement in a manner inconsistent with the consummation of the transactions contemplated by the CNL Agreement and this Agreement.
Except as provided in Section 7.16, none of Purchaser, Sellers or HdC Parent may assign their rights hereunder without the prior written consent of the other parties hereto, and any such assignment shall not relieve the assignor of its obligations under this Agreement.