Buyer Designees. Buyer shall use commercially reasonable efforts to inform Seller of any designee or designees to receive a conveyance or other transfer of Acquired Assets pursuant to this Agreement no later than five business days prior to the date of such conveyance or transfer.
Buyer Designees. The Buyer shall notify General Motors the appointment of any Buyer Designee within 60 days following the date of this Agreement. The appointment by the Buyer of any Buyer Designee shall be strictly limited to the purpose of being the transferee of the Shares or the Transferred Assets and the Transferred Liabilities and shall in no event release the Buyer from any of its obligations hereunder. The appointment by Buyer of any Buyer Designee shall have the following effect: (i) the Buyer shall continue to be the sole obligor to General Motors and the Sellers under this Agreement (and shall in no event be released from any of its obligations hereunder, including in particular its indemnification obligations under Article 15, irrespective of whether it causes any payment to be made by any Buyer Designee); (ii) the relevant Buyer Designee shall be transferred the Shares or Transferred Assets paid by it, as the case may be, or by the Buyer on its behalf and shall be the legal acquirer of such Shares or Transferred Assets; (iii) only the Buyer shall be entitled to make or pursue any Claim under this Agreement and to act in relation to any Third Party Claim under Section 14.4 including on behalf of any Buyer Designee; (iv) the Buyer Designee shall receive the amount of any indemnification in relation to any Claim relating to the Target Group Company(ies) the Shares of which have been acquired by it or in relation to the Transferred Assets and such indemnification shall be deemed a reduction in the relevant portion of the Purchase Price; and (v) all other rights and obligations of the Buyer hereunder shall remain unchanged.
Buyer Designees. If not provided previously, at least thirty (30) days prior to the anticipated Closing Date, Buyer shall provide the Company with written notice identifying by name and title the initial NLI Designees (as defined in the Stockholder’s Agreement) that it intends to designate pursuant to Section 2.1 of the Stockholder’s Agreement following the Closing. From and after such time as Xxxxx identifies the initial NLI Designees, Buyer shall, and shall cause such NLI Designees to, sign such further documents and do and perform and cause to be done such further acts and things as the Company may reasonably request to the extent necessary to carry out the intent and accomplish the purposes of Section 2.1 of the Stockholder’s Agreement.
Buyer Designees. Buyer shall be entitled to designate, in accordance with the terms and subject to the limitations set forth in this Section 1.9, one or more Affiliates of Buyer to (i) purchase specified Transferred Assets and/or (ii) assume specified Assumed Liabilities, in each case, as of the Closing Date (any Person that shall be properly designated by Buyer in accordance with this clause, a “Buyer Designee”); it being understood and agreed, however, that any such right of Buyer to designate a Buyer Designee is conditioned upon such Buyer Designee being able to perform the applicable covenants under this Agreement and, as applicable, any other Transaction Document to which Buyer is party and demonstrate satisfaction of the requirements of Section 365 of the Bankruptcy Code (to the extent applicable). As soon as reasonably practicable and in no event later than one (1) Business Days prior to the Closing, Buyer shall make any such designations of Buyer Designees by way of a written notice to be delivered to the Sellers. For the avoidance of doubt, and notwithstanding anything to the contrary herein, all Buyer Designees appointed in accordance with this Section 1.9 shall be included in the definition of “Buyer” mutatis mutandis for all purposes under this Agreement. Notwithstanding anything in this Agreement, no designation of a Buyer Designee pursuant to this Section 1.9 shall relieve Buyer of any obligation under this Agreement or the Transaction Documents, and in the event of such designation, both Buyer and such Buyer Designee shall be jointly and severally liable for each obligation of Buyer under this Agreement and the Transaction Documents.
Buyer Designees. The Buyer shall have the right, in its sole discretion, to designate one or more direct or indirect subsidiaries to purchase the Purchased Assets subject to this Agreement and fulfill the other obligations and exercise the other rights of the Buyer hereunder. Notwithstanding the foregoing, the Buyer shall at all times remain responsible to the Seller to perform all obligations of the Buyer to Seller hereunder.
Buyer Designees. Any entity that either Buyer shall designate to purchase and take delivery of a Purchased Asset shall, as of the applicable Delivery Date, be deemed to make representations and warranties to Seller to the same effect as those made by each such Buyer pursuant to Sections 4.01-4.08 hereof relating to those matters applicable to such designated purchaser.
Buyer Designees. The Buyer has notified the Sellers the appointment of one or several Buyer Designees prior to the Closing. The appointment by Buyer of any Buyer Designees shall be strictly limited to the purpose of being transferred the Shares, shall in no event release the Buyer from any of its obligations hereunder and shall not create any right in favor of any such Buyer Designees other than being transferred the Shares at Closing pursuant to Section 8.2(a)(i).
Buyer Designees. Tarpon Transmission Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas and is eligible to make a "qualified stock purchase" under Section 338 of the Code and an election under Section 338(h)(10) of the Code. Green Canyon Pipe Line Company, L.L.C. is qualified to own interests in rights of way issued by the United States of America covering waterbottoms in the Gulf of Mexico.
Buyer Designees. At any time prior to the Closing Date, Buyer may designate one or more of its Affiliates not party to this Agreement to participate in the purchase of any portion or all of the Acquired Assets; provided, that any such designation would not delay the Closing and does not require the procurement of any additional consents and provided, further, that no such designation shall relieve Buyer of its obligations under this Agreement.
Buyer Designees. The Parties acknowledge and agree that, for the purposes of their mutual convenience, certain provisions of this Agreement specify Buyer as the purchaser of the Purchased Assets and Acquired Entity and as the party assuming the Assumed Liabilities. Notwithstanding any such provision of this Agreement, the Affiliates of Buyer identified on Schedule 2.9 (“Buyer Designees”) will acquire the Purchased Assets or Acquired Equity and assume the Assumed Liabilities, in each case directly from Seller or the Entity Selling Subsidiary, as applicable, to the extent specified in Schedule 2.9. All applicable Transaction Documents will properly reflect such direct conveyance or assumption.
