NMP Group definition
Examples of NMP Group in a sentence
Each of the parties to this Agreement acknowledges that Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇▇”) currently serves as counsel to both (a) the Company and its Subsidiaries and (b) the NMP Group, including New Mountain Partners III (AIV-C), L.P. in its capacity as the Unitholders’ Representative, in connection with the negotiation, preparation, execution and delivery of this Agreement and the Ancillary Documents and the consummation of the Contemplated Transactions.
Prior to the execution of this Agreement, each Equityholder that is an Affiliate of the NMP Group has consented in writing, pursuant to the Operating Agreement, to the execution, delivery and performance of this Agreement.
There may come a time, including after consummation of the Contemplated Transactions, when the interests of the NMP Group and the Company or any of its Subsidiaries may no longer be aligned or when, for any reason, the NMP Group, ▇▇▇▇▇ ▇▇▇▇▇ or the Company or any of its Subsidiaries believes that ▇▇▇▇▇ ▇▇▇▇▇ can or should no longer represent both the NMP Group and the Company or any of its Subsidiaries.
Each of the parties further agrees that, as to all communications among ▇▇▇▇▇ ▇▇▇▇▇, the Company, any of its Subsidiaries and the NMP Group (or any other Equityholder) related to the Contemplated Transactions, the attorney-client privilege, the expectation of client confidence and all other rights to any evidentiary privilege belong to the NMP Group and shall not pass to or be claimed by the Company or any of its Affiliates.
Parent shall have received Payoff Letters relating to all Closing Funded Indebtedness of the Company and its Subsidiaries that is indicated on the Closing Date Statement as being payable at the Closing and as requiring a payoff letter, and a Payoff Letter with respect to all Closing NMP Indebtedness and evidence reasonably satisfactory to Parent that simultaneously with the Closing the Closing NMP Indebtedness shall be repaid pursuant to the Payoff Letter by the NMP Group.
In addition, if the Contemplated Transactions are consummated, the Company and its Subsidiaries shall have no right of access to or control over any of Fried Frank’s records related to the Contemplated Transactions, which shall become the property of (and be controlled by) the NMP Group.
The parties further agree that it would be impracticable to remove from the records (including emails and other electronic files) of the Company and its Subsidiaries any communications with or among ▇▇▇▇▇ ▇▇▇▇▇, the Company, any of its Subsidiaries, any Equityholder and any other member of the NMP Group that are related to the Contemplated Transactions.