Designated Affiliate Sample Clauses

Designated Affiliate. The Purchaser will use its commercially reasonable efforts to designate a Designated Affiliate as soon as practicable following the date of this Agreement and, in any event, will make such designation not less than ten (10) days prior to the Closing. The Purchaser acknowledges and agrees that any representation, warranty or covenant of the Seller which is breached or not true and correct, shall be deemed not breached and true and correct to the extent such breach or inaccuracy resulted solely from the designation of a Designated Affiliate.
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Designated Affiliate. Prior to the Assignment Order Contract Deadline, the Purchaser may, with the consent of the Vendors, acting reasonably, designate any one or more Affiliates to be the assignee of all of the Vendors’ rights, benefits and interests in, to and under any one or more of the Assigned Contracts (such Affiliate so designated prior to the Assignment Order Contract Deadline, the “Designated Affiliate”).
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Designated Affiliate. It is understood and agreed among the parties that Purchaser may cause one or more companies which are directly or indirectly controlled by or under common control with Parent designated by it (the "Designated Affiliate" or "Designated Affiliates") to carry out some or all of the provisions of this Agreement (including, without limitation, the effectuation of the Acquisition Transaction); provided, however, that Purchaser shall nevertheless remain liable for all of its obligations and those of the Designated Affiliate or Affiliates hereunder.
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Designated Affiliate. It is understood and agreed between the parties that Buyer may cause one or more of its existing or to be formed affiliates designated by it ("DESIGNATED AFFILIATE" or "DESIGNATED AFFILIATES") to carry out all or part of the transactions contemplated by this Agreement; provided, however, that Buyer's Parent shall nevertheless remain liable for all of its obligations and those of any Designated Affiliate hereunder.
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Designated Affiliate. Buyer shall have the right (a) to cause one or more Affiliates or direct or indirect subsidiaries designated by it (the "Designated Affiliate" or "Designated Affiliates") to carry out all or part of the transactions contemplated hereby to be carried out by Buyer, and (b) to assign this Agreement to any Affiliate, including, but not limited to, TelePassport Inc., provided that in the event of any such assignment the assignee shall assume -38- 39 all obligations of Buyer hereunder. In connection with and as a condition to such assignment Sellers and the assignees shall enter into an agreement pursuant to which such assignee shall assume Buyer's obligations under this Agreement.
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Designated Affiliate. The Purchaser will use its commercially reasonable efforts to designate a Designated Affiliate as soon as practicable following the date of this Agreement and, in any event, will make such designation not less than ten
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Related to Designated Affiliate

  • Affiliate As used in this Agreement, the term “affiliate” shall mean any entity which owns or controls, is owned or controlled by, or is under common ownership or control with, Company.

  • Transfer to Affiliates For the avoidance of doubt, transfer of employment among the Company and any of its Affiliates shall not constitute a termination of employment for purposes of this Award.

  • Subsidiaries and Affiliates of Borrower To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates.

  • Subsidiary For purposes of this Agreement, the term “subsidiary” means any corporation or limited liability company of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

  • Sales to Affiliates No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.

  • Ventures, Subsidiaries and Affiliates; Outstanding Stock Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Borrowers and Subsidiaries of the Borrower, those in favor of the Appropriate Agent, for the benefit of the Secured Parties, and the Subordinated Second Lien. All such securities were issued in compliance with all applicable state, provincial and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than Holdings), each Subsidiary of each Credit Party and, as of the Closing Date, Holdings is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of Holdings and all of its Subsidiaries, which the Credit Parties shall update upon notice to Agents promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary.

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