Designated Affiliates. Notwithstanding anything to the contrary contained herein, a Granting Lender may grant to an Affiliate of such Granting Lender identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Company (a “Designated Affiliate”) the option to provide all or any part of any Revolving Credit Loan that such Granting Lender would otherwise be obligated to make to a Designated Borrower not organized under the laws of the United States or any State thereof pursuant to this Agreement; provided, however, that if a Designated Affiliate elects not to exercise such option or otherwise fails to make all or any part of such Revolving Credit Loan, the Granting Lender shall be obligated to make such Revolving Credit Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative Agent as is required under Section 2.13(c)(ii). Each party hereto hereby agrees that (i) neither the grant to any Designated Affiliate nor the exercise by any Designated Affiliate of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrowers under this Agreement (including its obligations under Sections 3.01 and 3.04), (ii) no Designated Affiliate shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes (other than the funding of Revolving Credit Loans to such Designated Borrower), including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Revolving Credit Loan by a Designated Affiliate hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Revolving Credit Loan were made by such Granting Lender. Notwithstanding anything to the contrary contained herein, any Designated Affiliate may with notice to, but without prior consent of the Company and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Revolving Credit Loan to the Granting Lender.
Designated Affiliates. Purchaser may, at any time prior to the Closing at its sole discretion but upon prior notice, assign its rights to purchase any or all of the Acquired Assets or any other rights under this Agreement to one or more of its subsidiaries or other affiliates; provided, however, that such Person assumes and agrees to perform, discharge and satisfy all of Purchaser’s liabilities, duties and obligations hereunder; and provided, further, that Purchaser shall not be released and shall remain primarily liable for and obligated to perform, discharge and satisfy all of the liabilities, duties and obligations of the purchasing entities hereunder. For purposes of this Agreement, Purchaser and its subsidiaries or affiliates to whom it assigns such rights, if applicable, shall collectively be referred to herein as “Purchaser.”
Designated Affiliates. Purchaser shall use its commercially reasonable best efforts to designate all of its Designated Affiliates as soon as practicable following the Effective Date and, in any event, shall use make such designation not less than 30 days following the Effective Date including by providing Seller a copy of Purchaser’s proposed acquisition structure.
Designated Affiliates. Each of the Administrative Agent, each L/C Issuer and each Lender at its option may make any Loan or issue any Letter of Credit or otherwise perform its obligations hereunder through any domestic or foreign branch, office or affiliate.
Designated Affiliates. 111 EXECUTION COPY -------------- STOCK AND ASSET PURCHASE AGREEMENT This STOCK AND ASSET PURCHASE AGREEMENT, dated as of February 12, 2002 (this "Agreement"), is entered into by and among HERCULES INCORPORATED, a Delaware corporation having its principal place of business at Hercules Plaza, 1313 North Market Street, Wilmington, Delaware 19894-0001 (the "Sellxx"), XXXXXXX XXXXXXXX XXXXXXX, x Xxx Xxxx xxxxxxxxxxx xxving its principal place of business at 3135 Easton Turnpike, W3, Fairfield, Connecticut 06431 (the "Parent Xxxxxxxxx"), xxx XXXXXX XXXXXXXXXXX XXXX., x Xxxxxxxx corporation having its principal place of business c/o the Parent Purchaser (the "Purchaser" and, together with the Parent Purchaser, the "Purchasers").
Designated Affiliates. As of the Third Amendment Effective Date, Schedule 6.1.(y) sets forth each member of the Consolidated Group holding any Equity Interests in a Designated Affiliate, the nature of such Equity Interests, and the percentage of ownership of such Designated Affiliate represented by such Equity Interests.
Designated Affiliates. GE shall use its commercially reasonable efforts to identify to Crompton all of its designated Affiliates for the purposes of the transactions contemplated by this Agreement as soon as practicable following the date hereof. GE acknowledges and agrees that any representation, warranty, agreement or covenant of Crompton which is breached or is not true and correct, shall be deemed true and correct and not breached to the extent such breach or inaccuracy resulted solely from the designation by GE of a designated Affiliate or the failure of GE to designate a designated Affiliate.
Designated Affiliates. For purposes of the Lease, the term “Affiliate” shall be deemed to include (i) all lineal descendants of Xxxxxxxx X. Xxxxxxxx, deceased, and all spouses and adopted children of such descendants, (ii) all trusts for the benefit of any person described in clause (i) and the trustees of such trusts, (iii) all legal representatives of any person or trust described in clauses (i) or (ii), and (iv) all partnerships, corporations, limited liability companies and other entities controlling, controlled by or under common control with any person, trust or other entity described in clauses (i) (ii), (iii) or (iv).
Designated Affiliates. Prior to the Closing, Buyer may in its reasonable discretion designate one or more of its directly or indirectly wholly owned Affiliates (whether now existing or hereafter created) that shall purchase all or any designated portion of the Transferred Intellectual Property or shall license all or any portion of the Licensed Intellectual Property. Each such Affiliate of Buyer so designated shall be deemed as applicable to be included in the term “Buyer” hereunder. Buyer shall cause each such designated Affiliate of Buyer to duly execute and deliver all applicable documents, agreements, and instruments required to be executed and delivered by such Affiliate to evidence its obligations hereunder with respect to the designated portion of the Transferred Intellectual Property or the Licensed Intellectual Property to be purchased or licensed by such designated Affiliate. Nothing in this Section 2.6 shall be deemed to relieve Buyer from any of its obligations hereunder, and Buyer hereby unconditionally guarantees the timely payment and performance of all obligations of any such designated Affiliate of Buyer hereunder.
Designated Affiliates. The Parent Purchaser shall use its commercially reasonable efforts to designate all of its Designated Affiliates as soon as practicable following the date hereof and, in any event, shall use its reasonable best efforts to make such designation not less than 30 days prior to Closing. The Purchasers acknowledge and agree that any delay in any attempt to make such a designation shall be considered in determining whether such designation is made in compliance with clauses (2) and (3) of the definition of "Designated Affiliate." The Purchasers acknowledge and agree that any representation, warranty or covenant of the Seller which is breached or is not true and correct, shall be deemed true and correct and not breached to the extent such breach or inaccuracy resulted solely from the designation of a Designated Affiliate. [THIS SPACE INTENTIONALLY LEFT BLANK] EXECUTION COPY --------------