Blocker definition
Examples of Blocker in a sentence
The Buyer Parties agree to report with respect to Blocker, all transactions not in the ordinary course of business occurring on the Closing Date after the Blocker Sale Closing (other than transactions expressly contemplated by this Agreement) as occurring on the day following the Closing Date to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) (and any similar provisions of state, local, or non-U.S. Tax Law).
Such Seller Party (if not a natural person) has the limited liability company, limited partnership or trust power and authority or legal capacity, as the case may be, to (i) complete all of the transactions contemplated by the Pre-Closing Reorganization (to the extent such Seller Party is a participant therein) and (ii) sell and transfer the Company Units (or, in the case of Blocker Seller, the Equity Securities of Blocker) to be sold or conveyed by such Seller Party hereunder.
Any refund of Taxes paid, or any credit or offset against any liability for Taxes, that is attributable to any Pre-Closing Tax Period and described on Schedule 9.09 (together with any interest received or credited with respect thereto, a “Tax Refund”) shall belong to the Cash Sellers (pro rata in accordance with the Cash Pro Rata Percentage), if a Tax Refund of the Group Companies, or to Blocker Seller, if a Tax Refund of Blocker.
Buyer shall promptly pay (by wire transfer of immediately available funds) the amount of any such Tax Refund to the Sellers Representative (for further distribution to the appropriate Seller Parties) within five (5) Business Days following receipt thereof (or in the case of credit or offset, upon the filing of a Tax Return claiming or otherwise utilizing the benefit thereof) by any Buyer Party, Blocker, the Group Companies or any of their Affiliates.
In consideration for the Company Units sold to Buyer by Emerald GP, Emerald Fund, the ▇▇▇▇▇▇ Investors and the Management Investors pursuant to Section 1.05(a), Buyer shall pay to the Sellers Representative, for further distribution to Emerald GP, Emerald Fund, the ▇▇▇▇▇▇ Investors and the Management Investors in accordance with the Allocation Schedule, at the Closing, in the aggregate, an amount in cash equal to the Estimated Closing Consideration less the Blocker Closing Consideration.