Blocker Parent definition
Examples of Blocker Parent in a sentence
The Sellers’ Representative (or Blocker Parent with respect to the Blockers) shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Entities and each Blocker for all periods or portions of periods that begin before and end on or after the Closing Date.
In the event that either Blocker Parent or Holdco Buyer disagrees with the value of the aggregate amount of items of income and gain that would be allocable to the relevant Specified Platform Equity Interests, Blocker Parent and Holdco Buyer shall, in good faith, attempt to resolve such dispute.
If the Closing is expected to occur before selection of the Nominated Entities that will be sold pursuant to Section 2.03 in accordance with this Section 2.08, Blocker Parent and Holdco Buyer shall cooperate in good faith to select such Nominated Entities before the Closing.
This Agreement shall become effective when each Buyer, the Company, Operating Seller, Blocker Parent, the Sellers’ Representative and Company Members with a right to receive at least 95% of the Holdco Purchase Price shall have received a counterpart hereof signed by the other Parties hereto.
Any references in this Agreement to “representations” or “warranties” that are made by the Company pursuant to Section 2, by a Blocker Parent pursuant to Section 3, or by Parent and Merger Sub pursuant to Section 4, shall mean such representation or warranty as qualified by the Disclosure Schedule delivered concurrently with the execution and delivery of this Agreement.
In connection therewith, Blocker Parent will convey all right, title, and interest in and to the applicable Blocker Interests (and indirectly the Class B Units held by such Blocker), free and clear of all Encumbrances (other than restrictions on transfer created by this Agreement or applicable securities Laws), to NEP Member or its nominee.
Except for fees described on Section 8.02(g) of the Disclosure Schedules, no broker, finder, financial advisor, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other similar fee, commission or other similar payment in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of any CSC Blocker, Court Square GP or Blocker Parent or any of their respective Subsidiaries or any of its Affiliates.
Such Blocker Parent is the lawful record and beneficial owner of all of the issued and outstanding equity interests of such Blocker, as applicable, and has good title to such equity interests free and clear of any Liens and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto.
Such Blocker Parent is not the subject of any bankruptcy, reorganization or similar proceeding.
The foregoing conditions are for the exclusive benefit of the Sellers, Blocker Parents and Blockers and any such condition may be waived, in whole or in part, by the Seller, Blocker Parent or Blocker at or prior to the time of Closing by delivering to the Endeavor Parties a written waiver to that effect executed by it.