Examples of Blocker Parties in a sentence
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.
For purposes of this Section 4, the term “Selling Unit Holder” shall be deemed to include the Blocker Parties.
Except as provided in Section 5.3 below, the Final Payment will constitute full and final payment to each Selling Unit Holder and Blocker Party (with respect to their portion thereof) of the Deferred Payment and the Earnout Payment under the Purchase Agreement and Cliffs shall have no further obligations to the Selling Unit Holders or the Blocker Parties under the Purchase Agreement with respect to the payment of Purchase Price.
Each of the Blocker Parties hereby expressly disclaims any representations or warranties other than the Blocker Representations.
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.
Other than the Blocker Parties who expressly are beneficiaries of the terms of this Agreement, this Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
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 parties hereto agree that for all purposes of the Purchase Agreement the Earnout Due Date shall be the date of this Agreement, and Cliffs agrees to pay the Earnout Payment shall to each of the Selling Unit Holders and the Blocker Parties contemporaneously with the execution and delivery of this Agreement.
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.