Buyer Designee. The Parties agree that Buyer may assign the right to purchase certain of the Purchased Assets to one or more Buyer Designees or that one or more Buyer Designees may enter into a Collateral Agreement. Notwithstanding any such assignment or execution of a Collateral Agreement by a Buyer Designee, Buyer shall remain liable for, and any such assignment or execution shall not relieve Buyer of, its obligations hereunder or thereunder. Any reference to Buyer in this Agreement shall to the extent applicable also be deemed a reference to the applicable Buyer Designee, except where in context of this Agreement such use would not be appropriate.
Buyer Designee. (a) The Parties agree that Buyer may assign the right to acquire and pay for certain of the Purchased Assets or to assume certain of the Purchased Liabilities to one or more Buyer Designees or that one or more Buyer Designees may enter into a Collateral Agreement. For the avoidance of doubt, any Taxes triggered by the assignment of rights or assumption of liabilities under this Agreement shall be solely borne by Buyer and Section 2.6(b) shall not apply in this respect, unless such Taxes are saved upon Closing and would have otherwise been triggered upon Closing had the assignment not occurred. Notwithstanding any such assignment or assumption or execution of a Collateral Agreement by a Buyer Designee, Buyer shall remain jointly and severally liable in addition to such Buyer Designee for, and any such assignment or execution shall not relieve Buyer of, all liabilities and obligations of Buyer and the Buyer Designees under or in connection with this Agreement and the Collateral Agreements. Any reference to Buyer in this Agreement shall to the extent applicable also be deemed a reference to the applicable Buyer Designee, except where in context of this Agreement such use would not be appropriate.
(b) Schedule 2.7 sets forth Buyer’s final acquisition structure including the jurisdictions of organization of the entities within such structure. The Parties agree that the acquisition structure reflected in Schedule 2.7 shall not be materially altered after the date hereof and prior to the Closing Date and Buyer does not have any plans to change such structure as of the date hereof. Section 5.4(b)(ii) shall remain unaffected hereby.
Buyer Designee. 3 1.15. Buyer's Parent........................................................................................4 1.16. Closing...............................................................................................4 1.17. Closing Date..........................................................................................4 1.18. Coal Act..............................................................................................4 1.19. Code..................................................................................................4 1.20.
Buyer Designee. Buyer may designate an affiliated entity to acquire any portion of the ownership interests of the Shareholders in Unirez.
Buyer Designee. Buyer shall cause Buyer Designee to execute, deliver and perform its obligations under each Ancillary Agreement to which Buyer Designee is a party (if any).
Buyer Designee. 4 Section 2.6 Escrow...........................................................................4 Section 2.7 Indemnity of Escrow Holder.......................................................4
Buyer Designee. Upon the written consent of Seller delivered to Buyer at least five (5) business days prior to the Closing, Buyer may designate to Seller in writing, at its sole discretion, an affiliated entity as designee to receive and assume the Assigned Rights and Obligations. If Buyer designates another entity to assume the Assigned Rights and Obligations, Buyer nevertheless shall remain liable for all obligations of Buyer hereunder and thereunder, notwithstanding any such designation.
Buyer Designee a. Buyer hereby designates Buyer Designee as the Affiliate of Buyer to whom the Purchased Property is to be conveyed as of the Closing Date pursuant to Section 5.6 of the Purchase Agreement; provided, however, that the foregoing shall in no way limit the application of Section 5.6, 14.5 or 20.12 of the Purchase Agreement. Sellers expressly waive the three day notice requirement set forth in Section 5.6 of the Purchase Agreement with respect to the designation of Buyer Designee.
b. All Exhibits to the Purchase Agreement shall be amended, as applicable, to replace Buyer with Buyer Designee; provided, however, that the foregoing shall in no way limit the application of Section 5.6, 14.5 or 20.12 of the Purchase Agreement.
c. Buyer hereby acknowledges and agrees that the designation of Buyer Designee to receive the Purchased Property and to enter into the Exhibits to the Purchase Agreement in no way limits the obligations of Buyer under the Purchase Agreement, including under Article XV of the Purchase Agreement.
Buyer Designee. Prior to, and in any event at least 15 days in advance of, the Closing, Buyer may designate, with the consent of Seller, Buyer Israeli Subsidiary to, at the Closing, pay a designated portion of the Estimated Upfront Purchase Price pursuant to Section 2.05 related to the Transferred Assets; provided, however, that no such designation will in any event limit or affect the obligations of Buyer under this Agreement to the extent not performed by Buyer Israeli Subsidiary.
Buyer Designee. At the Closing, notwithstanding anything to the contrary herein Buyer may in its sole discretion designate to any of its Affiliates its right to purchase the Shares pursuant to the terms of this Agreement; provided, that no such designation shall relieve Buyer of its obligations under this Agreement.
