Examples of GMH GP in a sentence
Without limiting the generality of the foregoing two sentences, each of the Trust and the Company and GMH GP agrees, for the benefit of the Holder, that during the Company Restricted Period (in the case of the Company and GMH GP) and during the Trust Restricted Period (in the case of the Trust), neither the Trust, the Company nor GMH GP shall act, directly or indirectly, in any manner that would result in violation of any of clauses (a) through (h) below without the prior written consent of the Holder.
The parties hereto acknowledge and agree that the Trust is issuing and the Holder purchasing this Warrant with the expectation that the Trust will become, through a 100% owned subsidiary, the sole general partner of the Company for purposes of completing an Initial Public Offering and that none of the Trust, the Company, GMH GP or Xxxx X.
In the event that GMH GP effects an initial public offering as general partner of the Company, then GMH GP shall execute an instrument assuming all of the covenants, agreements, representations and warranties of the Trust hereunder.
The Holder shall have the registration rights with respect to the Common Equity Securities and the Warrant as set forth in that certain Registration Rights Agreement, dated as of July 27, 2004, as amended through the date hereof (the "Registration Rights Agreement") among the Trust, the Company, GMH GP and the Holder.
Contributor and GMH GP each have the necessary power and authority and legal right to enter into and perform its obligations under this Agreement and to carry on its business in the manner and in the locations in which such business has been and is now being conducted by it.
Contributor and GMH GP are each a sophisticated and experienced real estate investor fully capable of assessing the risks and rewards of entering into this Agreement.
In the event that GMH GP effects an initial public offering as general partner of the Partnership, then it shall execute an instrument assuming all of the covenants, agreements, representations and warranties of the Company hereunder..
No statement of fact made to the Class B Limited Partners or their Affiliates by or on behalf of Contributor, GMH GP, or Xxxx Xxxxxxxx in connection with the transactions contemplated hereby, by the Partnership Agreement or by the Warrant (as defined in the Partnership Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained herein or therein not misleading.
Contributor and GMH GP shall indemnify the Partnership to the extent set forth in Section 2.11 of the Partnership Agreement.
None of the Company, the Partnership or GMH GP shall take any action with respect to the Eligible Securities with an intent to adversely affect or that does adversely affect the ability of any of the Investors to include such Eligible Securities in a registration undertaken pursuant to this Agreement or their offer and sale.