Examples of Holdco Buyer in a sentence
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.
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.
The Holdco Allocation shall be delivered by Holdco Buyer to the Sellers’ Representative within ninety (90) days after the Closing Date for the Sellers’ Representative’s review and consent.
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.
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.
For a period of ninety (90) days after the Closing Date, neither Holdco Buyer nor any of its Affiliates shall terminate the employment of any Company Employees in such numbers and in such manner as would trigger any liability under the WARN Act.
The Amendment No. 4 dated as of November 16, 2014 to the Credit Agreement dated as of February 28, 2014 (as amended from time to time) among Holdco Buyer, the lenders thereto (the “Credit Agreement Amendment”), the administrative agent thereto and the other agents named therein shall have been duly executed by the parties thereto and shall be in full force and effect as of the Closing Date.
Holdco Buyer shall have acquired all of the Equity Interests in the Company as of the Closing Date.
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).