With a significant amount of capital in its new fund, Blackstone was certainly one of a handful of private fairness traders capable of finishing giant transactions in the opposed circumstances of the early 2000s recession. At the end of 2002, Blackstone, along with Thomas H. Lee Partners and Bain Capital, acquired Houghton Mifflin Company for $1.28 billion. The transaction represented one of many first large club deals accomplished since the collapse of the Dot-com bubble. In 1990, Blackstone launched its hedge funds business, initially intended to manage investments for Blackstone senior management.
To the extent required, it maintains insurance policies and procedures moderately designed to make sure compliance with OFAC-administered sanctions packages, including for the screening of its investors against the OFAC sanctions programs, including the OFAC List. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership curiosity in a partnership, affiliation or other enterprise entity if such Person or Persons will be allotted a majority of partnership, association or different enterprise entity gains or losses or shall be or management the managing director, managing member, general associate or other managing Person of such partnership, affiliation or different business entity. A Subsidiary of a Person may also include any variable interest entity which is consolidated with such Person under applicable accounting rules.
• Bullish plans to launch a revolutionary, regulated cryptocurrency exchange that gives deep, predictable liquidity for investors to generate yield from their digital property. Party Claim that it has elected to defend, the Indemnitees may defend such Third Party Claim and search indemnification for any and all Losses based mostly upon, arising from or referring to such Third Party Claim; supplied, that, if the Indemnitees settle any such Third Party Claim, any such settlement shall outcome within the waiver of any right to indemnity by the Indemnifying Party for all Losses associated to such claim except the Indemnifying Party shall have consented to such settlement in writing . Pubco and its Affiliates shall cooperate with the Indemnifying Party in all affordable respects in connection therewith ; supplied, that the Indemnifying Party shall not, except with the consent of the Indemnitees , enter into any settlement that does not embrace as a time period thereof the giving by the Person asserting such claim to the Indemnitees of an unconditional launch from all legal responsibility with respect to such declare or consent to entry of any judgment. The Indemnifying Party and the Indemnitees shall, in all affordable respects, cooperate with each other in the defense or prosecution of any Third Party Claim in respect of which indemnity may be sought hereunder and the Indemnitees shall furnish such records, info and testament, and attend such conferences, discovery proceedings, hearings, trials and appeals, as could additionally be moderately requested in connection therewith. Each Party recognizes and affirms that in the event of a breach of this Agreement by any Party, cash damages may be inadequate and the non-breaching Parties could haven’t adequate remedy at law, and agree that irreparable harm could occur within the occasion that any of the provisions of this Agreement weren’t performed by an applicable Party in accordance with their particular terms or were in any other case breached.
Each of the Parent Subsidiaries is an entity duly organized or formed, as relevant, validly current and in good standing underneath the Laws of its respective jurisdiction of group or formation and has all requisite energy and authority to own, operate and lease its properties and property and to hold on its business as now conducted. Except as would not, individually or within the mixture, have an NMCI Material Adverse Effect, the businesses and belongings of the NMCI Group Entities are covered by, and insured underneath, insurance insurance policies underwritten by respected insurers that embody coverages and related limits and deductibles that are customary in the crude oil tanking business, all such insurance coverage policies are in full drive and effect and all premiums due and payable on such policies have been paid, and no discover of cancellation of, materials premium improve of, or indication of an intention not to renew, any such insurance coverage coverage has been acquired by the Parent Parties apart from in the strange course of enterprise. Each of the NMCI Subsidiaries is an entity duly organized or formed, as applicable, validly existing and in good standing underneath the Laws of its respective jurisdiction of organization or formation and has all requisite energy and authority to personal, function and lease its properties and property and to carry on its enterprise as now performed.
Neither NMCI nor any of the NMCI Subsidiaries has filed any extension of time within which to file any Tax Returns that have not been filed, except in the odd course of enterprise nor shall be required to include any merchandise of earnings or achieve in, nor be required to exclude any item of deduction of loss from, any period ending after the Closing Date as a result of any installment sale or open transaction made on or prior to the Closing Date or prepaid quantity obtained previous to the Closing Date. There are not any liabilities or obligations of NMCI or the NMCI Subsidiaries of a kind which are required by GAAP to be reflected or reserved against in a consolidated balance sheet of NMCI, apart from liabilities or obligations mirrored or reserved towards within the consolidated steadiness sheet as of September 30, 2020 included in the NMCI Financial Statements, current liabilities incurred in the ordinary course of enterprise since September 30, 2020, liabilities and obligations incurred under or in accordance with this Agreement or in reference to the transactions contemplated by this Agreement, and liabilities or obligations that may not, individually or within the aggregate, have an NMCI Material Adverse Effect. Since January 1, 2019, the principal govt officer and principal monetary officer of the NMCI General Partner have made all certifications required by the Sarbanes-Oxley Act, and the statements contained in any such certifications are full and correct, and none of such entities or its officers have acquired notice from any Governmental Entity questioning or difficult the accuracy, completeness, form or method of filing or submission of such certification.
three.2 This Agreement shall stay in full force and effect till the expiration of the Survival Period; supplied, that if a correct Notice of Claim is delivered by the Indemnitees previous to the expiration of the Survival Period, then the Agreement shall continue to stay in full drive and effect with respect to the declare set forth therein till final decision thereof. Upon such termination, except for Article II which shall survive the termination, neither party apis scottish equity shall have any right or obligation in relation to the other with respect to this Agreement. 3.1 This Agreement shall routinely turn into efficient upon and subject to the Acquisition Closing. 1.four If the Indemnitees present a Notice of Claim to the Indemnifying Party aside from for a Third Party Claim , then Pubco and the Indemnifying Party shall attempt to resolve such declare in good religion inside thirty days of receipt of such claim.
At all instances, the Parties will use cheap best efforts in meeting and maintaining the regulatory necessities under the Financial Services Act 2019 (“FS Act”) and the Financial Services Regulations 2020 (“DLT Regulations”) and acquiring and maintaining the relevant permissions from the Gibraltar Financial Services Commission to operate as a regulated DLT Provider (as defined in the FS Act/DLT Regulations) in Gibraltar. Set forth on Schedule4.19 of the Company Disclosure Schedules is a true and full record of each Foreign Plan and Benefit Plan maintained, sponsored or contributed to by a Target Company or with respect to which a Target Company has any Liability (each, a “Company Benefit Plan”). The Company has provided to Purchaser, in every case, as of June 30, 2021, a true and complete listing of each individual whose employment will switch to the Target Companies previous to, at or following the Closing in accordance with the Contribution Agreement, together with all the Target Companies’ staff; the bottom compensation of every such employee; every such employee’s eligibility for bonus, commissions, or different incentive pay; the job title of each such worker; the work location of each such worker; and the classification of each such worker as exempt or non-exempt for functions of applicable wage cost Laws . The ultimate record shall be offered to Purchaser no later than seven days previous to the Closing. Within the last 5 years, no claim has been made by any Governmental Entity in a jurisdiction by which any Target Company doesn’t file Tax Returns that it is or could also be topic to Tax by, or required to file Tax Returns in, that jurisdiction.
Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the Party or Parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by a Party in exercising any proper hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude some other or further train of any other right hereunder. Subject to Section10.3, this Agreement and all of the provisions hereof shall be binding upon and inure solely to the advantage of the Parties hereto and their respective successors and permitted assigns.
Purchaser just isn’t being audited by any Tax authority and has not been notified in writing or, to the Knowledge of Purchaser, orally by any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations or other Actions pending against Purchaser in respect of any materials Tax, and Purchaser has not been notified in writing of any material proposed Tax claims or assessments towards Purchaser . There are not any Liens with respect to any Taxes upon any of Purchaser’s property, apart from Permitted Liens. Purchaser has no excellent waivers or extensions of any applicable statute of limitations to assess any materials quantity of Taxes. There are no excellent requests by Purchaser for any extension of time within which to file any Tax Return or inside which to pay any Taxes shown to be due on any Tax Return outdoors of the odd course of enterprise according to previous follow. Purchaser just isn’t, and by no means has been, a U.S. real property holding company within the that means of Section 897 of the Code, or a member of any consolidated, combined, unitary or affiliated group of corporations for any Tax purposes.
