SPG LP definition
Examples of SPG LP in a sentence
In the event that WPG or any other member of the WPG Group seeks to terminate substantially all of the Property Management Agreements and Property Development Agreements (taken together as a whole), WPG shall notify SPG LP and the Parties shall thereafter consult with each other to determine whether any SPG employees shall become WPG employees in connection with such termination.
Concurrently with the SPG LP Distributions, WPG LP shall aggregate all fractional WPG LP Interests that would otherwise be distributed in the SPG LP Distributions, and redeem such aggregate amount in exchange for a cash amount equal to the value of such aggregate amount of WPG LP Interests (the “WPG LP Redemption Amount”), with the value of each WPG LP Interest deemed to be equal to the per share closing price of common shares of Washington Prime Group Inc.
SPG shall prepare and file (or cause to be prepared and filed) all Combined Tax Returns and SPG LP shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided, that WPG LP shall reimburse SPG LP for any such Taxes that are WPG Taxes.
WPG shall prepare and file (or cause to be prepared and filed) all WPG Separate Tax Returns and WPG LP shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided, that SPG LP shall reimburse WPG LP for any such Taxes that are SPG Taxes.
Neither SPG LP nor WPG LP will be required to pay any interest on the WPG LP Redemption Amount.
WPG LP shall reimburse SPG LP for all reasonable costs and expenses incurred by the SPG Group in obtaining a Post-Distribution Ruling or Unqualified Tax Opinion requested by SPG within ten (10) days after receiving an invoice from SPG therefor.
SPG shall prepare and file (or cause to be prepared and filed) all SPG Separate Tax Returns and SPG LP shall pay (or cause to be paid) all Taxes shown to be due and payable on such Tax Returns; provided, that WPG LP shall reimburse SPG LP for any such Taxes that are WPG Taxes.
At the Insurance Termination Date, WPG shall, unless it has obtained the prior written consent of SPG or SPG LP, have in effect all insurance programs required to comply with WPG’s contractual obligations and such other insurance policies required by Law or as reasonably necessary or appropriate for companies operating a business similar to WPG’s.
There are no outstanding securities convertible into or exchangeable for any units of SPG, LP partners' equity and no outstanding options, rights (preemptive or otherwise) or warrants to purchase or to subscribe for units of SPG, LP partners' equity.
All the issued and outstanding units of general, limited and/or preferred partner interests of SPG, LP ("SPG, LP partners' equity") have been duly authorized and are validly issued, fully paid and non-assessable and have been offered and sold or exchanged in compliance with all applicable laws (including, without limitation, federal and state securities laws).