Examples of Blocker Seller in a sentence
For the avoidance of doubt, (A) the Blocker Seller shall be solely liable for any indemnification obligation arising from a breach of a representation or covenant pertaining to the Blocker Corp or the Shares, including the representations set forth in Section 3.5 and (B) in no event shall the Purchasers, collectively, be entitled to double recovery for the same Loss.
By execution of this Agreement, the Barclays Member, the Fortress Member, the Blocker Seller and the Management Representative hereby agree to serve as the Principal Sellers pursuant to the terms of this Agreement.
As amongst the Sellers, each Seller shall bear a proportionate share of fifty percent (50%) of any such Transfer Taxes in accordance with such Seller’s Percentage Share as set forth on Exhibit A; provided, that any incremental Transfer taxes payable in connection with the sale of the Shares shall be borne solely by the Blocker Seller.
The portion of the Purchase Price to which each individual Blocker Seller or Non-Blocker Member is otherwise entitled hereunder shall be calculated in accordance with the methodology set forth in the tab labeled “Closing Proceeds” on Annex B.