WGR definition
Examples of WGR in a sentence
Each of WGR and AE&P has the requisite power and authority to carry on its business as it is now being conducted and to own all of its properties and assets, except as would not be reasonably likely to have, individually or in the aggregate, a material adverse effect on WGR or AE&P, as applicable, and would not prevent, materially delay or materially impede the performance by WGR or AE&P of its obligations under this Agreement.
As consideration for DBM entering into the Midstream Agreements, at the Closing, WGR agrees to transfer and surrender the Subject Units to ▇▇▇ for redemption, and ▇▇▇ agrees to redeem and cancel the Subject Units, subject to the terms and conditions of this Agreement.
As of the date hereof and immediately prior to the Closing, WGR is the record and beneficial owner of the Subject Units, which are held by WGR free and clear of all Liens except for restrictions on transfer provided for in the Partnership Agreement and pursuant to applicable securities Laws.
At the Closing, (a) WGR shall transfer and surrender the Subject Units to ▇▇▇ for redemption; and (b) ▇▇▇ shall redeem and cancel the Subject Units.
The Parties intend that WGR’s transfer and surrender of the Subject Units to ▇▇▇ for redemption and cancellation in exchange for the consideration described in Section 2.03 will be treated for U.S. federal income tax purposes as a deemed distribution by ▇▇▇ to WGR of an amount of cash equal to the fair market value of the Subject Units transferred and surrendered at the Closing pursuant to Section 731 of the Code and Treasury Regulations Section 1.731-1(a) (the “Intended Tax Treatment”).