Examples of Blocker Parties in a sentence
Notwithstanding anything contained in this Agreement to the contrary, each of the HTP Parties acknowledges and agrees that none of the Blocker Parties, the Company or any of their respective Subsidiaries or Affiliates nor any other Person is making any representations or warranties whatsoever, oral or written, express or implied, at law or in equity, other than the Blocker Representations and the Company Representations.
Notwithstanding the foregoing, nothing in this Section 6.26 shall limit the remedies of the HTP Parties or the Blocker Parties in the event of Fraud.
All conditions to the obligations of the Company, the Blocker Parties and the HTP Parties to proceed with the Closing under this Agreement will be deemed to have been fully and completely satisfied or waived for all purposes if the Closing occurs.
Each of the Blocker Parties hereby expressly disclaims any representations or warranties other than the Blocker Representations.
The parties hereto agree that for all purposes under the Purchase Agreement the due date for the Deferred Payment shall be the date of this Agreement, and Cliffs agrees to pay the Deferred Payment to each of the Selling Unit Holders and the Blocker Parties contemporaneously with the execution and delivery of this Agreement.
Except as set forth in the applicable section of the GPI Disclosure Schedules (as defined below), the GPI Parties hereby severally, and not jointly, make the representations and warranties of the Blocker Parties set forth in Article 5 of the Amended Merger Agreement, mutatis mutandis, to the HTP Parties and the Company (the “GPI Representations”); provided that, all references to the Pre-Closing Blocker Reorganization shall be disregarded.
The Blocker Transaction Agreement and other documents to be used to effect the Blocker Reorganization are being entered into between the Blocker Parties and Foresight, without the Company as a party thereto.
For purposes of this Section 4, the term “Selling Unit Holder” shall be deemed to include the Blocker Parties.
QPII has all power and authority necessary to accept on behalf of the Blocker Parties the shares of Cliffs Stock issuable hereunder to the Blocker Parties and to control the vote and disposition of such shares.
The documents to be used to effect the Blocker Reorganization shall be reasonably acceptable to Foresight, and the Blocker Parties shall ensure that Foresight has reasonable opportunity to review such documents and shall consider in good faith all comments of Foresight thereto.