Examples of Transferor Partner in a sentence
Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party.
Such Transferor Partner has received all Exhibits and Schedules described herein as attached hereto.
Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding.
Each Transferor Partner hereby acknowledge and agrees that a portion of the amount due to such Transferor Partner will be used to pay the fees and expenses attributable to the transaction contemplated by this Agreement, which fees and expenses are the several obligations of the Transferor Partners pursuant to the terms of this Agreement.
Except as disclosed on Schedule 5.10 or in the Transferor Partnership's fiscal 1996 audited financial statements, no Transferor Partner, nor any affiliate of any Transferor Partner nor any employee of the Transferor Partnership is presently indebted to the Transferor Partnership for borrowed money and the Transferor Partnership is not presently indebted for borrowed money to any of the foregoing persons.
Except as set forth on Schedule 5.04, no Transferor Partner is in default with respect to any capital contribution required to be paid by him or it pursuant to the Transferor Partnership Agreement.
Each Transferor Partner and the Transferor Partnership hereby agrees that the fees and expenses attributable to this transaction will be divided into two categories: (i) those fees which can be specifically allocated to the Transferor Partnership due to said fees solely benefiting it ("Direct Costs") and (ii) those fees which cannot be so allocated ("Indirect Costs").
In the event that any Transferor Partner would be entitled to a fractional BRI Partnership Unit, the number of BRI Partnership Units shall be rounded up or down, as the case may be, to the nearest whole BRI Partnership Unit.
In addition, if pursuant to Section 12, the BRI Partnership owes any amounts to the Transferor Partners as a result of prorations and apportionments (the "BRI Additional Payment"), at Closing, the BRI Partnership shall pay the BRI Additional Payment to the Transferor Agent in accordance with the election made by each Transferor Partner pursuant to Section 12.04.
The final Transferor Allocation Schedule (as defined in Section 12.01) shall be prepared by the Transferor Agent based upon the Preliminary Transferor Allocation Schedule and shall be delivered to the BRI Partnership prior to Closing in accordance with the provisions of Section 12.01 hereof, together with an investor questionnaire in the form attached hereto as Exhibit 5 (the "BRI Questionnaire") for each Transferor Partner.