Blocker Sellers definition
Examples of Blocker Sellers in a sentence
The Parties intend that the transactions contemplated by this Article 2 will be treated for U.S. federal and other applicable Income Tax purposes as a sale of Blocker Shares by each of the Blocker Sellers and a sale of partnership interests in the Company by each of the Non-Blocker Members.
The Blocker Sellers and Buyer shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing.
The Blocker Sellers shall pay all Taxes shown due on such Tax Returns, as finally determined, or reimburse Buyer for such Taxes within fifteen (15) days of payment of such Taxes by Buyer (except in each case to the extent such Taxes were taken into account in the computation of Closing Net Working Capital).
The Holder Representative may resign at any time or and may be removed or replaced by the vote of the holders of Phantom Units, Units and the Blocker Sellers with a majority of the Pro Rata Portion.
Except as set forth on Schedule 3.13(b), since December 31, 2010, (i) no written notices have been received by, and, (ii) to the Knowledge of the Sellers and the Blocker Sellers, no claims have been filed against any Sold Entity alleging a material violation of Laws (other than, in all such cases, notices, claims or violations that have been fully resolved).