Equity Holder definition
Examples of Equity Holder in a sentence
This Section 10.22 is for the benefit of the Equity Holders, the Equity Holder Representative, Blocker Seller or any of their respective Affiliates, and the Law Firm, and the Law Firm is an intended third-party beneficiary of this Section 10.22.
Notwithstanding anything to the contrary in this Agreement, the Equity Holder Representative shall not be entitled to receive or review, and shall have no rights with respect to, any Tax Return of any consolidated, combined, unitary or similar Tax group that includes Purchaser and any of its Subsidiaries (other than the Partnership and its Subsidiaries), on the one hand, and the Partnership and any of its Subsidiaries, on the other hand.
None of Blocker Seller, the Equity Holders or the Equity Holder Representative shall have any liability for any amounts due pursuant to Section 1.04 or this Section 1.05 except to the extent of the funds available in the Escrow Account.
If the Equity Holder’s Allocation Notice is duly and timely delivered, the Equity Holder Representative and Purchaser shall, during the 30 days following the delivery of the Equity Holder’s Allocation Notice, use their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine the allocation of the Final Purchase Price (together with all other relevant amounts).
The Equity Holder Representative and Purchaser shall cooperate reasonably in connection with the filing of any Tax Returns and any Tax Proceeding or other audit or claim with respect to Taxes.