Oaktree Party definition
Examples of Oaktree Party in a sentence
Notwithstanding anything to the contrary in this Section 3.5(b), (i) Rockets’ obligation to consummate any such purchase and sale by and between Rockets and any Oaktree Party shall be subject to the satisfaction or waiver of the conditions to the Closing of the Merger set forth in Article VII of the Merger Agreement and (ii) any such purchase and sale by and between Rockets and any Oaktree Party, whether or not previously consummated, shall be void and of no effect if the Closing does not occur.
No litigation or administrative proceeding before any court, tribunal or governmental body is currently pending or to the knowledge of such Oaktree Party threatened against such Oaktree Party or with respect to this Agreement or any Transaction Agreement to which it is a party, which would be reasonably likely to impair materially the ability of such Oaktree Party to perform under the terms of this Agreement or any Transaction Agreement to which it is a party.
For administrative convenience, any notice or other communication to any Oaktree Party shall be deemed given, subject to Section 15(E), upon delivery to the care of Oaktree Capital Management, LLC, and any right or obligation of any Oaktree Party may be exercised or discharged, as applicable, by Oaktree Capital Management, LLC on behalf any or all Oaktree Parties.
Such Oaktree Party has the power and authority to make, execute, deliver and perform this Agreement (or will have with respect to each Transaction Agreement to which it is a party), and perform all of the transactions contemplated to be performed by it under this Agreement and each Transaction Agreement to which it is a party, and has taken (or will take) all necessary action to authorize the execution, delivery and performance of this Agreement and each Transaction Agreement to which it is a party.
Each Oaktree Party has the power and authority to execute, deliver and perform its obligations under this Agreement and the Other Documents to which it is a party, and to consummate the Contemplated Transactions.
The execution, delivery and performance of this Agreement and such Other Documents and the consummation of the Contemplated Transactions have been duly and validly authorized by all necessary action on the part of each Oaktree Party.
There are no Actions pending or, to the Knowledge of Oaktree, threatened against any Oaktree Party or any of its assets, other than Actions, individually or in the aggregate, that are not material to such Oaktree Party’s ability to perform its obligations hereunder and are not reasonably likely to prohibit or restrict or delay the performance of this Agreement, the Other Documents or the Contemplated Transactions by such Oaktree Party.
Notwithstanding anything to the contrary contained in this Section 7.4, if any Selling Party, on the one hand, and any Oaktree Party, on the other hand, are in an adversarial relationship in litigation or arbitration, then the furnishing of information, documents or records in accordance with clauses (ii), (iv) and (v) shall be subject to applicable rules of discovery.
Such Oaktree Party is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware.
Other than as set forth in the Oaktree Disclosure Schedules, no agent, broker, investment banker, intermediary, finder or firm acting on behalf of any Oaktree Party will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from any Oaktree Party in connection with the execution of this Agreement or upon consummation of the Contemplated Transactions.