Common use of Buyer Designees Clause in Contracts

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. 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 At least three (3) Business Days prior 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 hereunderSale Hearing, 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 designate, in accordance with the terms and subject to the limitations set forth in this Section 4.4, one or more Affiliates of Buyer to (i) purchase specified Acquired Assets; (ii) assume specified Assumed Liabilities; and/or (iii) employ Buyer Employees, 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 (x) such Buyer Designee being able to perform the applicable covenants under this Agreement and, as applicable, any other transaction agreement to which Buyer is party and demonstrate satisfaction of the requirements of Section 365 of the Bankruptcy Code (to the extent applicable), including the provision of adequate assurance for future performance with respect to the Acquired Assets and Assumed Liabilities, (y) any such designation not creating any Liability (including any Liability relating to Taxes other than Taxes for which Buyer is liable pursuant to Section 2.3(k)) for Sellers or their Affiliates that would not have existed had Buyer purchased the Acquired Assets, assumed the Assumed Liabilities and/or employed the Buyer Employees, and which Liability is not fully reimbursed by or on behalf of Buyer and (z) such designation not being reasonably expected to cause a delay, or prevent or hinder the consummation of the transactions contemplated by this Agreement. As soon as reasonably practicable and in no event later than three (3) Business Days prior to the Sale Hearing, Buyer shall make any such designations of Buyer Designees by way of a written notice to be delivered to Sellers, and Buyer Designees shall deliver a signed counterpart to this Agreement or pursue joinder agreement to this Agreement and each other Transaction Document to which Buyer is party. No such designation shall relieve Buyer of any Claim of its obligations hereunder and any breach hereof by a Buyer Designee shall be deemed a breach by Buyer. Buyer and Buyer Designees shall be jointly and severally liable for any obligations of Buyer and such Buyer Designees hereunder. For the avoidance of doubt, and notwithstanding anything to the contrary herein, all Buyer Designees appointed in accordance with this Section 4.4 shall be included in the definition of “Buyer” for all purposes under this Agreement and to act in relation to any Third Party Claim under Section 14.4 including on behalf of any all such 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 Designees shall be deemed a reduction in the relevant portion to have made all of the Purchase Price; representations and (v) all other rights and obligations warranties of the Buyer hereunder shall remain unchangedset forth in this Agreement.

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 indemnification (v) all other rights and obligations of the Buyer hereunder shall remain unchanged.