Examples of Electing Partner in a sentence
In the event that a sale of the Electing Partner’s share of the in-kind distribution cannot be achieved, the obligation of the General Partner to make such distribution shall be extinguished by establishing an escrow account (with an escrow agent selected by the General Partner) for the benefit of such Electing Partner into which the Electing Partner’s share of the in-kind distribution shall be deposited.
Such Electing Partner shall deliver to the General Partner a notice to such effect within two (2) Business Days after the Limited Partner receives the In-Kind Distribution Notice from the General Partner.
Notwithstanding Section 3.1, any Net Profits or Net Losses or any item thereof required to be recognized upon the disposition of such in-kind distribution shall be allocated to the Electing Partner for whose benefit and on whose behalf such in-kind distribution was sold.
In any such case, the General Partner will use commercially reasonable efforts to cause such in-kind distribution asset to be sold to a third party on behalf of such Electing Partner (and at such Electing Partner’s expense) and to distribute the net cash proceeds thereof to such Electing Partner.
The escrow account shall be liquidated at such time as the sale of such in-kind distribution can be accomplished or as the Electing Partner may elect or direct the escrow agent to liquidate such escrow.
Each Electing Partner shall indemnify and hold harmless the Fund and each of the GP Persons for any and all costs, expenses and liabilities relating to the General Partner’s and Fund’s obligations under this Section 4.2.4.
Any expenses incurred by the Fund or the GP Persons in connection with the disposition or escrow of in-kind distribution pursuant to this Section 4.2.4 shall be paid by the Electing Partner(s) to the Fund and/or GP Persons, as applicable, and if not so paid may be withheld from the sales or other proceeds of such in-kind distribution before any proceeds shall be distributed to the Electing Partner.
In any Exchange for shares of BGC Partners Common Stock or cash, BGC Partners shall pay any documentary, stamp or similar issue or transfer tax due on the issue of the BGC Partners Common Stock upon such Exchange; provided that the Electing Partner shall pay any such tax that is due because such Electing Partner requests the shares of BGC Partners Common Stock to be issued in a name other than the holder’s name or cash to be paid to a Person other than the holder.
Newmark may refuse to deliver the certificate representing Newmark Common Stock being transferred to a Person other than the Electing Partner until Newmark receives a sum sufficient to pay any such tax that will be due because the shares or cash are to be transferred to a Person other than the Electing Partner.
BGC Partners may refuse to deliver the certificate representing BGC Partners Common Stock being transferred to a Person other than the Electing Partner until BGC Partners receives a sum sufficient to pay any such tax that will be due because the shares or cash are to be transferred to a Person other than the Electing Partner.