Holdco Buyer definition
Examples of Holdco Buyer in a sentence
For the avoidance of doubt, Holdco Buyer will remain liable for all payments and obligations under this Agreement, including this Section 2.04 regardless of such transfer.
Each of Guarantor and Holdco Buyer is in compliance in all material respects with all Applicable Laws, in each case other than any noncompliance that would not result in a Buyer Material Adverse Effect.
With respect to each of Guarantor and Holdco Buyer, respectively, since July 19, 2014 with respect to Guarantor and December 31, 2013 with respect to Holdco Buyer, and until the date of this Agreement, there has not occurred any development, event or series of such occurrences that has had a Buyer Material Adverse Effect.
Holdco Buyer and the Sellers’ Representative shall work in good faith to resolve any disputes relating to the Holdco Allocation.
Without limiting Holdco Buyer’s obligations to pay any given Earnout Payment, Holdco Buyer shall deposit in a segregated account the sale proceeds it receives from the sale of the applicable Earnout Project to Operating Buyer or any other third Person, and with respect to such account, repayment of debt associated with such Project shall be the only distributions which may be made in priority to the payment of the Earnout Project Payment.
Holdco Buyer shall have acquired all of the Equity Interests in the Company as of 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.
Without limiting Section 6.10(c), the Company shall enter into customary agreements (including indemnities) with such parties so selected and on terms and conditions acceptable to Holdco Buyer.
If Holdco Buyer and the Sellers’ Representative are unable to resolve any such dispute within thirty (30) days following the delivery of the Holdco Allocation by Holdco Buyer to the Sellers’ Representative, such dispute shall be resolved by the Neutral Accounting Arbitrator in a manner consistent with the procedures set forth in Section 2.06(a).
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.