Examples of Management Sellers in a sentence
For the avoidance of doubt, the Management Sellers shall cooperate with Parent and its Representatives in connection with any reasonable requests by Parent or its Representatives in connection with Parent’s preparation of the Post-Closing Statement and calculation of the Final Adjusted Purchase Price in accordance with this Section 2.14.
Notwithstanding the foregoing, (i) the indemnified Persons (in accordance with Section 7.06) shall be third party beneficiaries to the covenants and obligations set forth in Section 7.06; and (ii) the Members, Management Sellers and their Affiliates, and Members’ Counsel (including their partners and employees) shall be third party beneficiaries of Section 14.13.
Each of the Management Sellers, the Rollover Holdco Members, Rollover Holdco, the Direct Rollover Members, the other Holdings Pre-Closing Members and the Member Representative acknowledge that certain situations could arise where such decisions may adversely affect the Adjusted EBITDA of Holdings and its Subsidiaries.
This Section 14.13 is for the benefit of the Members, Management Sellers and their Affiliates, and Members’ Counsel (including their partners and employees), each of which are intended third-party beneficiaries of this Section 14.13.
At the Closing, the Management Sellers shall deliver to the Purchaser evidence that all loan facilities of the Company and each Subsidiary with funds currently outstanding including, without limitation, to the Bank of Xxxxxxx, 0x and Parkmead are duly and completely re-paid.