Examples of Acquirer Parties in a sentence
Nothing contained in this Agreement gives, or is intended to give the Acquirer Parties, directly or indirectly, the right to control or direct the operations of the Company or any of its Subsidiaries prior to the Effective Time.
Notwithstanding anything to the contrary contained herein, none of the Acquirer Parties, the Company, the Paying Agent or any other Person shall be liable to any holder or former holder of shares of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.
The Acquirer Parties shall furnish all information concerning the Acquirer Parties and its Affiliates to the Company, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement, and the Proxy Statement shall include all information reasonably requested by the Company to be included therein.
Notwithstanding anything to the contrary contained in this Agreement, neither the Acquirer Parties nor the Company shall be relieved or released from any liabilities or damages arising out of its fraud or material and Willful Breach of any provision of this Agreement.
This Section 10.11 shall not restrict actions by the Company against the Acquirer Parties to specifically enforce the obligations of the Acquirer Parties in this Agreement, including Section 7.11.
The Acquirer Parties shall have delivered or caused to be delivered all of the Contribution Closing deliveries set forth in Section 2.4(b) and in the other documents contemplated by this Agreement.
The Contributor Parties shall have received a certificate, dated as of the Contribution Closing Date, signed by a Responsible Officer of the Acquirer Parties certifying that, to the best of such Responsible Officer’s knowledge, the conditions set forth in Sections 6.3(a), 6.3(b) and 6.3(f) have been satisfied.
Except for the fees payable to Citigroup Global Markets Inc., Evercore Group L.L.C., Xxxxxxxxx & Co. and Xxxxxxx & Company International, which shall be paid by the Acquirer Parties or Crosstex, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Acquirer Parties.
An opinion from Xxxxxx & Xxxxxx L.L.P., counsel to the Contributor Parties, dated as of the Contribution Closing Date and reasonably satisfactory to the Acquirer Parties, a form of which is attached hereto as Annex D.
The Acquirer Parties acknowledge and understand that (i) the acquisition of the Acquired Interests has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) that the Acquired Interests will, upon its sale by Acquirer, be characterized as “restricted securities” under state and federal securities laws.