WPG Group definition
Examples of WPG Group in a sentence
SPG shall not make, and shall not permit any other member of the SPG Group to make, any claim or demand, or commence any Action asserting any claim or demand, including any claim of contribution or any indemnification against WPG or any other member of the WPG Group, or any other Person released pursuant to Section 4.1(b), with respect to any Liabilities released pursuant to Section 4.1(b).
Except as provided in Section 7.02(c)(ii), WPG (or such member of the WPG Group as WPG shall designate) shall have the sole right to represent the interests of the members of the WPG Group and to employ counsel of its choice at its expense in any Tax Proceeding relating to any WPG Separate Tax Return other than a SPG Proceeding (a “WPG Tax Proceeding”.
In the event an insurance policy aggregate is exhausted, or believed likely to be exhausted, due to noticed claims, the WPG Group, on the one hand, and the SPG Group, on the other hand, shall be responsible for their pro rata portion of the reinstatement premium, if any, based upon the losses of such Group submitted to SPG’s insurance carrier(s) (including any submissions prior to the Insurance Termination Date).
If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased WPG Liabilities shall otherwise become assignable or able to be novated, SPG shall promptly assign, or cause to be assigned, and WPG or the applicable WPG Group member shall assume, such Unreleased WPG Liabilities without exchange of further consideration.
Except as otherwise provided on Schedule 2.1 of this Agreement or as required by applicable local Law, SPG and its Affiliates shall take all actions necessary to ensure that, as of immediately prior to the Effective Time, (i) all Employees intended by the Parties to be WPG Group Employees are employed by a member of the WPG Group and (ii) all Employees intended by the Parties to be SPG Group Employees are employed by a member of the SPG Group.
WPG shall (and shall cause the members of the WPG Group to) execute and deliver to SPG (or such member of the SPG Group as SPG shall designate) any power of attorney or other document requested by SPG (or such designee) in connection with any Tax Proceeding described in the first sentence of Section 7.02.
The parties recognize that legal and other professional services will be provided following the Effective Time, which services will be rendered solely for the benefit of the SPG Group or the WPG Group, as the case may be.
Neither SPG nor any of the members of the SPG Group shall have any obligation to secure extended reporting for any claims under any Liability policies of SPG or any member of the SPG Group for any acts or omissions by any member of the WPG Group incurred prior to the Insurance Termination Date.
WPG, WPG LP and each member of the WPG Group hereby waives compliance by each and every member of the SPG Group with the requirements and provisions of any “bulk-sale” or “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the transfer or sale of any or all of the WPG Assets to any member of the WPG Group.
SPG shall be responsible for all Liabilities associated with awards made under the SPG Equity Plan, including without limitation such awards made to WPG Group Employees.