Buyer Designee Sample Clauses

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. 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 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. 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. Section 2.6(a) of the Seller Disclosure Letter identifies those Buyer Affiliates that are designated by Buyer as of the date hereof to purchase certain of the Acquired Assets (each, a “Buyer Designee”). Buyer may assign the right to purchase certain of the Acquired Assets to one or more additional Buyer Affiliates, by delivering written notice to Seller no less than 10 Business Days prior to the Closing, to the extent that such assignment or designation would not reasonably be expected to materially delay the Closing. In the event Buyer assigns the right to purchase Acquired Assets to a Buyer Designee and (a) such Buyer Designee is not set forth in Section 2.6(a) of the Seller Disclosure Letter and (b) Seller has not given its prior written consent to such assignment or designation to such Buyer Designee, ▇▇▇▇▇ hereby agrees (i) to indemnify and hold harmless Seller and its Affiliates from any Liabilities (including Taxes) incurred thereby as a result of such assignment or designation to such Buyer Designee and (ii) without derogating from the foregoing, if such assignment or designation increases the amount required to be withheld pursuant to Section 3.3, to pay, or cause such Buyer Designee to pay, Seller an amount such that Seller receives, after such withholding, the same amount Seller would have received had no such assignment or designation been made. Notwithstanding any such assignment or designation, Buyer shall remain liable for, and any such assignment or designation shall not relieve Buyer of, its obligations hereunder or under any Transaction Document. 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. For greater certainty and the avoidance of doubt, a Buyer Designee in respect of any Canadian Acquired Assets set forth in Section 2.6(b) of the Seller Disclosure Letter (the “Canadian Acquired Assets”) is obligated to pay or cause to be paid its proportionate share of the Closing Purchase Price and Final Closing Purchase Price and assume its applicable amount of the Assumed Liabilities, in each case as allocated in accordance with Section 7.8(h), and the purchase of such Canadian Acquired Assets shall occur at Closing, immediately following completion of the purchase of any Equity Interests of the Acquired Seller Party.

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. 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 effective as of the Second Closing, hereby accepts the Assignment and irrevocably assumes and shall be liable and solely responsible for all of Buyer’s obligations as “Buyer” under Sections 2.1, 2.5, 2.6, 5.2, 5.3, 5.4, 5.6 and 5.8 and Articles 1, 6, 7 and 8 of the Purchase Agreement with respect to the Buyer Designee Assigned Contracts and Liabilities and the Buyer Designee Acquired Assets only (the “Buyer Designee Assumed Liabilities”). Buyer Designee shall not assume and shall not be liable or responsible to pay, perform or discharge any Excluded Liabilities, all of which are retained by Sellers in accordance with the terms of the Purchase Agreement.

Buyer Designee. Buyer may designate an affiliated entity to acquire any portion of the ownership interests of the Shareholders in Unirez.