Examples of Blocker Corps in a sentence
Upon the written request of the Blocker Corps and the Management Company, and in any case not later than thirty calendar days in advance of such proposed exchange, each of the Members hereby agrees to use its commercially reasonable efforts to facilitate the formation of Newco on a tax-free basis.
Following such redemption, the Blocker Corps shall no longer be members of Trident BRE and shall have no further liability to or in respect of Trident BRE.
Neither the Blocker Corps nor the Company shall assert any privilege or conflict with respect to any information in the possession of the Sellers or their representatives as of the Closing.
The Unitholders acknowledge and agree that the purpose of the foregoing provision is to permit the owners of the Blocker Corps to participate in a Sale of Holdings LLC in a tax efficient manner notwithstanding that their investment in Holdings LLC has been made indirectly through blocker corporations for tax purposes, and that such provision shall be interpreted and implemented in such a manner so as to effectuate such purpose as directed by the Majority Summit Investors.
Shareholder is the record and beneficial owner, and has good and legal title to the shares of the respective Blocker Corps.
The Sellers shall have no right of contribution or other recourse against the Company, the Blocker Corps or the Subsidiaries or their respective directors, officers, employees, agents, attorneys, representatives, assigns or successors for any Third Party Claims asserted by a Buyer Indemnified Person, it being acknowledged and agreed that the covenants and agreements of the Company and the Blocker Corp Sellers in this Agreement are solely for the benefit of the Buyer Indemnified Persons.
Neither of the Blocker Corps has entered (directly or indirectly) into any agreement with any Person that would obligate either of them to pay any commission, brokerage or “finder’s fee” or other similar fee in connection with this Agreement or the transactions contemplated hereby.
Promptly following the execution of this Consent Agreement, the stockholders of each of the Columbia Blocker Corps., the Spectrum Blocker Corps.
Shareholders, severally (and not jointly), covenant to cause the Allied Blocker Corp.'s federal, state and local Tax Returns for the taxable years or periods beginning before and ending after the Closing Date ("Straddle Returns") to be prepared and timely filed.
No Person, other than Xxxxx and Company, LLC has acted, directly or indirectly, as a broker, finder or financial advisor for the Blocker Corps in connection with the Transaction and no such Person, other than Xxxxx and Company, LLC, is entitled to any fee or commission or like payment from the Blocker Corps in respect thereof.