Oxford GP definition
Examples of Oxford GP in a sentence
The business and affairs of the Company shall be managed by the Member, which management shall be accomplished by and through Oxford GP which is the Member’s general partner.
Specifically, such acquisition will be treated (a) by each Seller as if such Seller had sold its interests in Oxford GP to the Buyer in exchange for the consideration such Seller is treated as receiving for federal income Tax purposes pursuant to this Agreement and (b) by the Buyer as if it had purchased from each Seller such Seller’s share of assets in Oxford GP in exchange for the consideration such Seller is treated as receiving for federal income Tax purposes pursuant to this Agreement.
Each Party agrees for federal, and applicable state and local, income Tax purposes to treat the Buyer’s purchase of all of the interests in Oxford GP in a manner consistent with the holding in Situation 2 of Revenue Ruling 99‑6, 1994‑1 C.B. 432.
The Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for Oxford GP for all periods beginning on or before the Closing Date and ending after the Closing Date.
Except as set forth on Schedule 4.16, neither Oxford GP nor the Partnership has incurred any Liability for fees of any broker, finder or financial advisor in respect of the transactions contemplated by this Agreement for which the Buyer, Oxford GP or the Partnership may have any responsibility or Liability whatsoever.
There has not been any dispute or claim or an intent to open an audit, request information, or conduct other review concerning any Tax of Oxford GP, including Taxes of those jurisdictions where Oxford GP has not filed Tax Returns, either (i) claimed or raised by any Tax Authority in writing or (ii) as to which Oxford GP or the Sponsor Sellers has knowledge based upon personal contact with any agent of such Tax Authority.
All Tax-sharing agreements or similar agreements with respect to or involving Oxford GP (other than agreements the sole parties of which are Oxford GP and the Partnership) shall be terminated as of the Closing Date and, after the Closing Date, Oxford GP shall not be bound thereby or have any liability thereunder.
As of the date hereof, except as set forth on Schedule 4.15(a), all compensation, including wages, commissions and bonuses, payable to all employees, independent contractors or consultants of Oxford GP for services performed on or prior to the date hereof have been paid in full (or accrued in full on the Balance Sheet) and there are no outstanding agreements, understandings or commitments of Oxford GP with respect to any compensation, commissions or bonuses.
There are no outstanding Orders and no unsatisfied judgments, penalties or awards against or affecting Oxford GP or the Partnership or any of their respective properties or assets (excluding any of the same with respect to the EPA Matter) other than such Orders, judgments, penalties or awards that would not, individually or in the aggregate, be material in amount.
The minute books of Oxford GP have been made available to the Buyer, are complete and correct in all material respects and have been maintained in accordance with sound business practices.