SunSub Units definition
Examples of SunSub Units in a sentence
There are no Proceedings pending or, to the knowledge of the SunSource Entities, threatened against either of the SunSource Entities affecting the SunSub Units or which could conflict with or limit the SunSource Entities’ ability to perform their obligations under this Agreement.
To effect the sale and transfer of the SunSub Units, at the Closing SunSub shall transfer and deliver to the Partnership the Unit certificates representing the SunSub Units, free and clear of any Liens of any nature whatsoever, duly endorsed in blank for transfer, or accompanied by irrevocable stock powers duly executed in blank, in either case by the holders of record of such Units.
At the Closing, upon receipt of the SunSub Units as provided in Section 1.1, the Partnership shall issue the Note to SunSub in accordance with Section 1.2 hereof.
The Partnership shall have received all required amendments, approvals, waivers, or consents with respect to the Credit Documents necessary for the Partnership consummate the transactions contemplated hereby, including the issuance of the Note and repurchase of the SunSub Units.
SunSub is the sole owner, beneficially and of record, of the SunSub Units, free and clear of any Liens.
Upon the terms and conditions of this Agreement, at the Closing, SunSub hereby agrees to sell, transfer, convey, assign and deliver to the Partnership, free and clear of any Liens, and the Partnership hereby agrees to purchase, acquire and accept from SunSub the SunSub Units for the consideration described in Section 1.2 below (the “Unit Purchase”).
Notwithstanding anything to the contrary contained herein, from time to time until the Closing Date, the Partnership shall provide to SunSource all reports and other information required to be provided under the Partnership Agreement to Partners under the Partnership Agreement, in connection with SunSub’s ownership of the SunSub Units through the Closing Date.
The Partnership shall have received releases in form and substance satisfactory to the Partnership, effective to release all Liens in favor of PNC Bank, National Association or any other Persons on or relating to the SunSub Units.
No Person (other than the Partnership hereunder or the Class A Holder (as defined in the Partnership Agreement)) has any written or oral agreement or option or any right or privilege whatsoever, whether by law, pre-emptive or contractual, capable of becoming an agreement or option for the purchase or acquisition from SunSub of any of the SunSub Units.
The aggregate consideration for the SunSub Units shall be TEN MILLION DOLLARS AND ZERO CENTS ($10,000,000.00) (the “Purchase Price”), which amount shall be payable at the Closing, by issuance of the Note by the Partnership to SunSub.