Selling Unit definition
Examples of Selling Unit in a sentence
Such Selling Unit Holder has the full legal right and power and all authority required by Law to enter into this Agreement, to carry out its respective obligations hereunder and to consummate the transactions contemplated hereby.
Purchaser and the Selling Unit Holders shall reasonably cooperate with each other in attempting to minimize Transfer Taxes.
Except as provided in Paragraph 6.2, a Unit Holder (the "Selling Unit Holder") may only voluntarily transfer Limited Partner Units (the "Offered Units") pursuant to a bona fide offer to purchase such Offered Units and only if the procedures set forth in this Paragraph 6.3 are followed completely.
Such Selling Unit Holder has good and valid title to the Units held by such Selling Unit Holder, free and clear of any Encumbrances.
This Agreement may not be amended, modified, altered or supplemented other than by means of a written instrument duly executed and delivered: (a) prior to the Closing Date, by the Purchaser, the Company and the Selling Unit Holders; and (b) after the Closing Date, by the Purchaser and the Selling Unit Holders.
The representations and warranties set forth in this Article 3A are made by each Selling Unit Holder and Option Holder, as applicable, severally as to itself, herself or himself only and not jointly.
The Selling Unit Holders shall prepare and timely file or cause to be prepared and timely filed (all at their cost and expense), in accordance with past practice of the Company, all Income Tax Returns required to be filed by or with respect to the Company on or after the Closing Date for a Pre-Closing Tax Period (other than a Straddle Period), and shall timely pay or cause to be timely paid all Taxes due in respect of such Income Tax Returns.
The form of payment shall be as provided in Section 5 of this Agreement and shall be allocated and paid to each Selling Unit Holder and Blocker Party as provided for in Section 2.3(f) of the Purchase Agreement.
The Sellers Representative is serving in that capacity solely for purposes of administrative convenience, and is not personally liable in such capacity for any of the obligations of the Selling Unit Holders hereunder, and the Purchaser Indemnified Parties agree that they will not look to the personal assets of the Sellers Representative, acting in such capacity, for the satisfaction of any obligations to be performed by the Selling Unit Holders hereunder.
The parties hereto agree that for all purposes of the Purchase Agreement the Earnout Due Date shall be the date of this Agreement, and Cliffs agrees to pay the Earnout Payment shall to each of the Selling Unit Holders and the Blocker Parties contemporaneously with the execution and delivery of this Agreement.