Original GP definition
Examples of Original GP in a sentence
Original GP has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby.
The Original GP shall have no right, title or interest in or to the Partnership and no rights or obligations under this Agreement other than its rights as an Indemnified Person under Sections 6.1 and 6.
Original GP is a corporation duly organized and validly existing under and by virtue of the laws of the Commonwealth of Pennsylvania and is in good standing in the Commonwealth of Pennsylvania.
Notwithstanding anything in the Original GP Agreement to the contrary (i) Holdings is hereby admitted to the General Partner as a member of the General Partner and agrees that it is bound by the Original GP Agreement as a member of the General Partner, (ii) SSH hereby ceases to be a member of the General Partner immediately following Holdings’ admission as described in (i), and (iii) the General Partner hereby continues without dissolution.
Annexed hereto as EXHIBIT C is a true, correct and complete copy of the Certificate of Incorporation of Original GP, which Certificate of Incorporation has not been amended or modified, except as set forth on EXHIBIT C.
Prior to the Second Closing, Vitol will (a) contribute all of the GP Units to GP Holdco, free and clear of any and all Encumbrances, in exchange for all the units of limited liability membership interest in GP Holdco, free and clear of any and all Encumbrances, and (b) execute the Original GP Holdco LLC Agreement as the sole member of GP Holdco.
The sole asset of Original GP is Original GP's partnership interest in the Partnership.
True, correct and complete copies of all minute books, stock books and stock transfer records of Original GP have been delivered to Cedar.
The General Partner has previously filed with the Secretary of State of Delaware the Certificate of Limited Partnership and an amendment to the Certificate of Limited Partnership to reflect the withdrawal of the Original GP and the admission of the General Partner.
The Original GP has previously filed with the Secretary of State of Delaware the Certificate of Limited Partnership, and the General Partner has filed with the Secretary of State of Delaware an amendment to the Certificate of Limited Partnership to reflect the withdrawal of the Original GP and the admission of the General Partner.