LP Buyer definition
Examples of LP Buyer in a sentence
Specifically, the LP Buyer agrees to purchase the Limited Partner Interest from CRI-II, and CRI-II agrees to sell the Limited Partner Interest to the LP Buyer, and the GP Buyer agrees to purchase the General Partner Interest from the General Partner, and the General Partner agrees to sell the General Partner Interest to the GP Buyer.
Upon a Financing Termination, and provided, that Buyer shall have delivered the Deposit Amount to the account designated by Rockstar LP, Buyer, Buyer Parent, any Buyer Subscriber Party and each of their respective Affiliates and Representatives shall be fully released and discharged from any Liability or obligation under this Agreement, and Sellers shall not have any other remedy or cause of action under or relating to this Agreement or any applicable Law.
Upon receipt of any writing that, in the opinion of Buyer, reasonably appears to have been signed by Rockstar LP, Buyer, Buyer Parent, each Buyer Subscriber Party, their respective Affiliates and the Escrow Agent may each act upon the same without any further duty of inquiry as to the genuineness of the writing.
For the purposes of the foregoing limitation, LP Buyer shall not be imputed with any knowledge of Corp Buyer or any of its Affiliates (other than the LP Buyer).
The Sellers shall transfer, assign and deliver the Interests by delivering to MMA Buyer and LP Buyer, respectively, at the Closing, duly executed Assignments of Partnership Interest in the forms of Exhibit 1.2(a) -------------- (General Partnership Interest) and Exhibit 1.2(b) (Limited Partnership -------------- Interests) and such other appropriate instruments of transfer reasonably satisfactory in form and substance to MMA Buyer and LP Buyer (as the case may be).
At the Closing, (i) LP Buyer will have sufficient cash or other sources of immediately available funds to enable it to pay the full LP Base Purchase Price, as adjusted by the LP Adjustment Amount and the LP Interest Adjustment, and (ii) Corp Buyer will have sufficient cash or other sources of immediately available funds to enable it to pay the full Corp Base Purchase Price, as adjusted by the Corp Adjustment Amount and the Corp Interest Adjustment.
If the LP Adjustment Amount, as finally determined, is less than the LP Estimated Adjustment Amount, then Seller shall pay to LP Buyer the amount of such deficiency, plus interest on the amount of such deficiency from (and including) the Effective Date to (but excluding) the date of payment at the Prime Rate plus 1.0%.
LP Buyer is a limited partnership duly formed, validly existing, and in good standing under the laws of the jurisdiction of its formation.
Furthermore, Buyer acknowledges that as a successor in interest to PharmaFab, Inc., and its subsidiary, PF Labs, LP, Buyer is subject to a Consent Decree of Permanent Injunction with FDA and the U.S. Department of Justice dated April 2007 (“Consent Decree”).
Upon the Closing (as herein defined), subject to the terms and conditions herein set forth, GP shall cause GP Buyer (or its assignee) to be admitted as the sole general partner of Crescent Partnership and LP Buyer to be admitted as the sole limited partner of Crescent Partner, and GP Buyer agrees to become the general partner of Crescent Partnership and LP Buyer agrees to become the limited partner of Crescent Partnership.