PESC definition
Examples of PESC in a sentence
Pursuant to the contributions set forth in Section 1.1 and Section 1.2, (a) each of Carlyle PES, PES Equity and the Management Members are admitted as a limited partner of PESC Company and cease to be members of PES LLC and (b) PESC Company is admitted as a member of PES LLC.
Carlyle PES, PES Equity and the Management Members desire to contribute their respective Common Units and Incentive Units in PES LLC, as applicable, to PESC Company, in exchange for limited partner interests in PESC Company (“Limited Partner Units”).
PESC Company hereby accepts the foregoing contributions, assignments, transfers and conveyances, assumes all the obligations in respect of the applicable Common Units of PES LLC under, and agrees to comply with the provisions of, the PES LLC Agreement as in effect on the date hereof.
The Carlyle Entities represent and warrant that other than upon completion of the transactions contemplated hereby, no other entity affiliated with any such Carlyle Entity has any no further right, title, interest or obligation in or in respect of PES LLC or the PES Investors Entities except to the extent of their respective interests in PES Inc., PESC Company or the Selling Stockholders, as applicable.
Any notice, request or consent to PESC Company, the Carlyle Entities, PES Inc., PES LLC or the PES Investors Entities will be sent as follows: c/o PESC Company GP, LLC c/o The Carlyle Group ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ 10022Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ If to the Carlyle Entities: c/o The Carlyle Group ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ c/o Philadelphia Energy Solutions Inc.
Each Management Member hereby contributes, assigns, transfers and conveys all of its right title and interest in, and obligations in respect of, the Incentive Units of PES LLC set forth on Exhibit B to PESC Company in exchange for the Limited Partner Units in PESC Company set forth opposite such person’s name on Exhibit B.
PESC Company hereby accepts the foregoing contributions, assignments, transfers and conveyances, assumes all the obligations in respect of the applicable Incentive Units of PES LLC under, and agrees to comply with the provisions of, the PES LLC Agreement as in effect on the date hereof.
PESC Company GP, LLC and Carlyle PES formed PESC Company under the terms of the Delaware Revised Uniform Limited Partnership Act and contributed $0 and $1,000 to PESC Company, respectively, in exchange for a 0% non-economic general partner interest and a 100% limited partner interest, respectively, in PESC Company.
Pool Energy Services Co., a Texas corporation ("PESC"), the subsidiary guarantors referred to therein and the Trustee entered into an Indenture, dated as of March 31, 1998, as amended by the First Supplemental Indenture, dated as of March 31, 1998 (as amended, the "Indenture"), pursuant to which PESC issued $150,000,000 in aggregate principal amount of 8 5/8% Senior Subordinated Notes due 2008 (the "Notes"), the payment of which was guaranteed by such subsidiary guarantors.
Any Put Transfer shall be made as is and without any representations and warranties from PESC other than that PESC owns, and has the right to convey to Lender, 100% of the equity interest in Borrower.