MPC LP definition
Examples of MPC LP in a sentence
The Administrative Agent may, at any time after the occurrence and during the continuance of an Amortization Event, at the direction of the Required Managing Agents, designate as Servicer (i) any Person to succeed MPC LP or (ii) any successor to such Servicer that replaced MPC LP; provided, however, that in either case, no such Person shall be a Marathon Competitor.
In consideration of MPC LP’s agreement to act as Servicer hereunder, the Purchasers hereby agree that, so long as MPC LP shall continue to perform as Servicer hereunder, Seller shall pay over to MPC LP a fee (the “Servicing Fee”) on each Monthly Settlement Date, in arrears for the immediately preceding month, equal to one percent (1.0%) per annum of the average aggregate Outstanding Balance of all Receivables during such period, as compensation for its servicing activities.
Such Seller Party is a limited liability company, in the case of Seller, or limited partnership, in the case of MPC LP, duly organized, validly existing, organized solely and in good standing under the laws of its state of organization.
With respect to any Receivable purchased by Seller from MPC LP, such sale shall be effected under, and in compliance with the terms of, the Receivables Sale Agreement, including, without limitation, the terms relating to the amount and timing of payments to be made to MPC LP in respect of the purchase price for such Receivable.
MPC LP directly owns 100% of the issued and outstanding equity interests of Seller, free and clear of any Adverse Claim, other than Permitted Liens.
Seller will not designate the “Termination Date” (as defined in the Receivables Sale Agreement), or send any written notice to MPC LP in respect thereof, without the prior written consent of the Administrative Agent and the Required Managing Agents, except with respect to the occurrence of such Termination Date arising pursuant to Section 5.1(d) of the Receivables Sale Agreement.
None of Seller of any such Affiliate shall be permitted to further delegate to any other Person any of the duties or responsibilities of Servicer so delegated to it by MPC LP.
For the avoidance of doubt, SpinCo shall be entitled to Refunds of Taxes for Pre-Distribution Taxable Periods to the extent such Refunds are attributable to an adjustment to an item of income, gain, deduction, loss or credit of MPC LP.
As of the date of this Agreement, MPC Investment LLC owns a 55% interest in the profits of MPC LP.
For avoidance of doubt, notwithstanding any other provision of this Agreement, Parent shall not be responsible (directly, by reason of indemnification or otherwise) for any Taxes payable by any member of the SpinCo Group for any Post-Distribution Taxable Period that are attributable to a termination of MPC LP pursuant to Section 708(b).