WP Entities definition
Examples of WP Entities in a sentence
No condemnation, eminent domain, or similar Action is pending or, to the knowledge of the WP Partners or the WP Entities, is threatened with respect to any WP Real Property which would, if successful, have a Material Adverse Effect on the WP Business.
No WP Entities own or have any interest in, or are contractually obligated to acquire or obtain any interest in, any real property which does not have, or will not have prior to such acquisition or obtaining of interest, residential zoning under any applicable general, special or specific plans and under any applicable zoning laws and regulations and the provision of potable water, sewage and other utilities available to the boundary of the land.
Amended and Restated 1992 Stock Option Plan and to grant options thereunder to certain employees of the ▇▇▇▇▇▇▇ Entities and the WP Entities.
No employee of the WP Entities is covered under any collective bargaining agreement.
The WP Entities have not received written notice that the use of any such WP Intellectual Property in the conduct of the WP Business as presently conducted violates any rights of any third Person the violation of which would result in losses, costs or expenses in the aggregate in excess of $2,000,000.
As of the Agreement Date, each WP Entity is in compliance in all material respects with all laws, statutes, rules, regulations and Governmental Orders applicable to such WP Entity or by which the properties or assets of such WP Entity are bound or subject, except where the noncompliance with which would not, in the aggregate, result in the imposition on the WP Entities, taken as a whole, of fines or penalties in excess of $2,000,000.
The WP Entities shall have delivered to Newco separate statements (in such form as may be reasonably requested by counsel to ▇▇▇▇▇▇▇) signed under penalty of perjury by each of the WP Partners, certifying as to such WP Partner's non-foreign status for purposes of United States income taxation and setting forth such WP Partner's tax identification number and home or office address.
Except as set forth in WP Disclosure Schedule Section 4.14, no WP Entity is, nor to the knowledge of the WP Partners or the WP Entities is any other party thereto, in default under any of the WP Commitments where such default would result, in the aggregate, in a Liability in excess of $2,000,000.
Except as set forth in WP Disclosure Schedule Section 4.9, the WP Entities are the sole and exclusive owner or licensee of, with all right, title and interest in and to (free and clear of any Encumbrances, other than Permitted Liens), the WP Intellectual Property.
Except as otherwise expressly set forth in this Article IV, the WP Partners expressly disclaim any representations or warranties of any kind or nature, express or implied, as to the condition, value or quality of the assets or properties currently or formerly used, operated, owned, leased, controlled, possessed, occupied or maintained by the WP Entities.